Non-Disclosure and Non-Use Agreement Spider Inc2.docx

Contract No: TBD

NON-DISCLOSURE AND NON-USE AGREEMENT

This Agreement is made by a recipient Organization, ________________________________ ________________________________________________________, (hereinafter referred to as the "Recipient"), with Various Individual Organizations located, Picatinny Arsenal, New Jersey 07806-5000, U.S.A. (hereinafter referred to as "Individual Organizations"). Recipient has requested that the Office of the Project Manager Close Combat Systems (PM CCS) supply Recipient with a copy of Spider Increment 2 Documents referenced in the Synopsis; technical data, software, and other information, (hereafter referred to as the “DATA”), originating at the Office of the Project Manager Close Combat Systems (PM CCS), Picatinny Arsenal, NJ. The point of contact for this information is: Ms. Laura Magidson, Telephone: 973-724-4769, Email: laura.magidson@us.army.mil.

The Documents are listed below:

a. 30-Day Mission Profile R1;

Distribution Statement D – Distribution is authorized to DoD Agencies and DoD Qualified US Ordnance Contractors. Further dissemination only as directed by Program Executive Office for Ammunition, ATTN: SFAE-AMO, Picatinny Arsenal, NJ 07806-5000.

b. 290-100004 Rev C 8 26 2010;

Distribution Statement D - Distribution is authorized to DoD Agencies and DoD Qualified US Ordnance Contractors. Further dissemination only as directed by Commander, ARDEC, ATTN: AMSTA-ARFSP-1, Picatinny Arsenal, NJ 07806-5000. This document contains critical technology on a new weapon system. This determination was made on DEC 90.

WARNING – This technical document contains information whose export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 Et Seq) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

c. 290-100005 K Munition Control Subsystem;

Distribution Statement D - Distribution limited to U.S. Department of Defense and their contractors only. Other requests shall be referred to CDR:, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

WARNING - This technical document contains information whose export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 Et Seq) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

d. 290-100008 K MDD MANSCEN;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

WARNING - This technical document contains information whose export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 Et Seq) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

This Textron Systems Corp. (TSC) document includes data that is Proprietary to Nova Engineering Inc. TSC and the U. S. Government (USG) are licensed to use, modify, reproduce, release, perform, display or disclose these data in accordance with a License Agreement dated 3JUN03. The License Agreement includes the rights and obligations (including production unit royalty payments to Nova) of the USG, TSC and Nova. Any reproduction of technical data, including computer software, or portions thereof marked with this legend must also reproduce the markings.

e. 290-100026 J XCVR API;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr:, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

f. 290-100029 C RCUT IRS;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr:, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application.

g. 290-100031 C Repeater IRS;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr:, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

h. 290-100056 Rev D PUPs;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, TACOM-ARDEC (RDAR-MEM-S) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

i. 290-100122 Rev B Program Unique Performance Specifications (PUPs);

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, TACOM-ARDEC (RDAR-MEM-S) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

j. 290-100179 Rev Specification for the Spider MITL RCU Subsystem;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, RDECOM_ARDEC (AMSRD-AAR-AEM-S) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

k. 290-100336 Rev A 09022010 System Spec MANSCEN;

Distribution Statement D - Distribution is authorized to DoD Agencies and DoD Qualified US Ordnance Contractors. Further dissemination only as directed by Commander, ARDEC, ATTN: AMSTA-ARFSP-1, Picatinny Arsenal, NJ 07806-5000. This document contains critical technology on a new weapon system. This determination was made on DEC 90.

WARNING – This technical document contains information whose export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 Et Seq) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

l. 3191-0011 Rev 2.9 XCVR API;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

This document includes data that is proprietary to Nova Engineering Inc. Textron Systems Corp. (TSC) and the U. S. Government (USG) are licensed to use, modify, reproduce, release, perform, display or disclose these data in accordance with license agreement dated 3 June 2003. The license agreement includes the rights and obligations (including production unit royalty payments to Nova) of the USG, TSC and Nova. Any reproduction of technical data, including computer software or portions thereof marked with this legend must also reproduce the markings.

m. 0166784 Spider System Con Ops MANSCEN;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Commander, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: See Def memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

WARNING: This document contains 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. Violation of these export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of DoD Directive 5230.25.

n. 28072088 Message ICD J;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Cdr, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: Sec Def Memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

WARNING – This Technical Document contains information whose Export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 ET SEQ) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

o. 28082117 Rev Software Requirements Specification (SRS) for the Spider System Munition Control Unit (MCU);

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Commander, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: See Def memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

WARNING: This document contains 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. Violation of these export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of DoD Directive 5230.25.

p. 28082118 SRS MCUT MANSCEN;

Distribution Statement D - Distribution limited to U.S. Departments of Defense and their contractors only. Other requests shall be referred to Commander, TACOM-ARDEC (AMSTA-AR-FSP) (Reference: See Def memo, 18 Oct 83, Subject: Control of Unclassified Technology with Military Application).

This document contains 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. Violation of these export laws are subject to severe criminal penalties. Disseminate in accordance with provisions of DoD Directive 5230.25.

q. 28085163 MCU IRS Rev;

Distribution Statement D - Distribution is authorized to DoD Agencies and DoD Qualified US Ordnance Contractors. Further dissemination only as directed by Commander, ARDEC, ATTN: AMSTA-ARFSP-1, Picatinny Arsenal, NJ 07806-5000. This document contains critical technology on a new weapon system. This determination was made on DEC 90.

EXPORT CONTROLLED – The attached document contains technical data within the definition of the international Traffic in Arms Regulations, and are subject to the export control laws of the U.S. Government. Transfer of this data by any means to a foreign person, whether in the U.S. or abroad, without an export license or other approval from the U.S. Department of State, in prohibited.

WARNING – This Technical Document contains information whose Export is restricted by the Arms Export Control Act (TITLE 22, U.S.C. SEC. 2571 ET SEQ) or Executive Order 12470. Violation of these export laws is subject to severe criminal penalties.

r. CHS4 Ordering Guide;

Distribution Statement D - Distribution authorized to DoD and DoD contractors only (critical technology) (25 FEB 09). Other requests shall be referred to PD CHS.

s. SI2 PRD Rev 1 1June8 OCS DRAFT;

Distribution Statement D – Distribution is authorized to DOD agencies and DOD qualified US Ordnance Contractors. Further Dissemination only as directed by Program Executive Office for Ammunition, ATTN: SFAE-AMO, Picatinny Arsenal, NJ 07806-5000.

The DATA is being requested of PM CCS by Recipient for the purposes of preparing to bid for, and/or preparing to manufacture, the Spider Increment 2 for the U.S. Army; and to perform under contract No. TBD, resulting from solicitation No. W15QKN-12-R-0059 for the U.S. Government. In consideration for PM CCS agreeing to furnish such DATA to Recipient for these purposes, the Recipient hereby agrees to the following:

A. 1. Recipient warrants that the said DATA shall only be used for the purposes requested, and for no other purposes.

2. 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.

3. If PM CCS 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 the PM CCS’ technology.

FURTHER CONDITIONS OF RELEASE

B. 1. It is agreed by Recipient that as a condition precedent to provision of DATA, the U.S. Government, its agencies and instrumentalities shall not be liable under any lawsuits, 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 any DATA. The U.S. Government assumes no liability for loss, damage, or injuries resulting from manufacture or use for any purpose of any product, article, system, or material involving reliance upon any or all technical data furnished in response to the request for technical data. The U.S. Government does not warrant the adequacy, accuracy, currency, or completeness of the technical data. Recipient and all persons receiving DATA hereunder do hereby agree to relieve and save the U.S. Government harmless against any and all such claims occasioned by use of any DATA.

2. The U.S. Government assumes no liability for direct patent infringement, or contributory patent infringement, misuse of technical data, or breach of any intellectual property rights of any third parties.

3. If the PM CCS provides Recipient with physical models, samples or experimental apparatus for Recipient's evaluation hereunder, Recipient agrees to not reverse engineer such items, nor to disassemble same to learn the design of such items for unauthorized use of the PM CCS ' technology.

4. Recipient hereby agrees that all said defined “DATA” shall be subject to the legend in the Attachment to this Agreement.

FOR RECIPIENT ORGANIZATION

ATTACHMENT (Legend)

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION AND SOFTWARE

THIS DOCUMENT CONTAINS TECHNICAL DATA AND SOFTWARE THAT ARE THE PROPERTY OF THE UNITED STATES ARMY PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO PICATINNY ARSENAL ONLY. THESE TECHNICAL DATA AND SOFTWARE SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THE PURPOSES FOR WHICH THEY WERE FURNISHED NOR DISTRIBUTED OR REPRODUCED, NOR ANY PART OF THEIR CONTENTS REVEALED IN ANY MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS SPECIFIED TO RECEIVE SAME OR THEIR EMPLOYEES, WITHOUT THE EXPRESS AND SPECIFIC WRITTEN PERMISSION THEREFOR BY A DULY AUTHORIZED REPRESENTATIVE OF PICATINNY ARSENAL. THIS LEGEND MUST BE INCLUDED ON ANY REPRODUCTION OF THIS MATERIAL OR PORTIONS THEREOF.

WARNING: This document contains 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. Disseminate in accordance with provisions of DoD Directive 5230.25.

DESTRUCTION NOTICE – For classified documents, follow the procedures in DoD 5220.22-M, Industrial Security Manual, Section 11-19 or DoD 5200.1-R, Information Security Program Regulation, Chapter IX. For unclassified, limited documents, destroy by any method that will prevent disclosure of contents or reconstruction of the document.

APPENDIX 1

(Listing of the DATA being released)

DISTRIBUTION D and EXPORT CONTROLLED

a. 30-Day Mission Profile R1

b. 290-100004 Rev C 8 26 2010

c. 290-100005 K Munition Control Subsystem

d. 290-100008 K MDD MANSCEN

e. 290-100026 J XCVR API

f. 290-100029 C RCUT IRS

g. 290-100031 C Repeater IRS

h. 290-100056 Rev D PUPs

i. 290-100122 Rev B Program Unique Performance Specifications (PUPs)

j. 290-100179 Rev Specification for the Spider MITL RCU Subsystem

k. 290-100336 Rev A 09022010 System Spec MANSCEN

l. 3190-0011 Rev 2.9 XCVR API

m. 0166784 Spider System Con Ops MANSCEN

n. 28072088 Message ICD J

o. 28082117 Rev Software Requirements Specification (SRS) for the Spider System Munition Control Unit (MCU)

p. 28082118 SRS MCUT MANSCEN

q. 28085163 MCU IRS Rev

r. CHS4 Ordering Guide

s. SI2 PRD Rev 1 1June8 OCS DRAFT