Non_Disclosure_Non_Use_Agreement.pdf

FOR OFFICIAL USE ONLY

(Project Name)

NON-USE AND NON-DISCLOSURE AGREEMENT

This agreement is made by a recipient organization, ____________________ (Name/Address of Recipient Organization)____________________________, (which organization is hereafter referred as the “Recipient” or as the “Recipient Organization”), with the U.S. Army Project Manager Soldier Weapons, Picatinny Arsenal, New Jersey 07806-5000 (here in referred to as "PM SW"). The undersigned, __________________________, (here in referred to as the “requestor”), an authorized representative of Recipient Organization, has requested that PM SW supply Recipient with program documentation and related technical data; here in referred to as the “DATA” for the Program Name, Catalog of Approved Army Requirements Documents (CARDS) number XXXXX. Such information may include but not be limited to proprietary technical data and other proprietary information (e.g., information submitted by a contractor marked as proprietary); advanced procurement information (e.g., future requirements, statements of work, and acquisition strategies); source selection information (e.g. capability statements and market research data gathered in response to market surveys, source selection plans); trade secrets and other confidential business information (e.g., confidential business information submitted by the contractor); attorney work product; and other sensitive information that would not be released under the Freedom of Information Act (e.g., program, planning and budgeting system information).

In consideration for access to the DATA for the Program Name, the Recipient agrees to the following:

1. Recipient and U.S. Government personnel shall not divulge the DATA to any third party, including but not limited to subcontractors or potential subcontractors, without (1) the prior authorization of PM SW, and (2) without having that third party fully execute a separate copy of this Agreement and any other documents required by the contracting officer of the Program Name and provide fully executed copies of said documents to the contracting officer for the Program Name. Recipient shall adopt physical security measures to prevent improper use of or divulgence of the DATA.

2. Recipient shall promptly return all DATA and copies thereof in whatever form or embodiment existing, to the PM SW upon request. The DATA and inventions embodied therein shall at all times remain the property of the PM SW, 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

PM SW.

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

FOR OFFICIAL USE ONLY

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 all persons receiving DATA hereunder 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 PM SW 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 PM SW technology.

FOR RECIPIENT ORGANIZATION

By:

(Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)

(Home Address of Signatory)