Attachment_0004_-_Non-Disclosure_and_Non-Use_Agreement_-MMO.doc

NON-DISCLOSURE AND NON-USE AGREEMENT

This Agreement is made by a recipient Organization, _______________________ ___________(name / address of recipient_Organization)_______________________ (hereinafter referred to as the "Recipient"), with the U.S. Army Armament Research Development and Engineering Center, Picatinny Arsenal, New Jersey 07806-5000, U.S.A. (hereinafter referred to as "RDECOM-ARDEC"). Recipient has requested that RDECOM-ARDEC supply Recipient with a copy of Mounted Machine Gun Optic (MMO) technical data, software, and other information, (hereafter referred to as the “DATA”), originating at the U.S. Army RDECOM-ARDEC, in the Fire Control Systems and Technology Directorate, RDAR-WSF-N, Picatinny Arsenal, NJ., point of contact: Nicholas Hanko, Telephone: 973-724-3558, Email: nicholas.a.hanko.civ@mail.mil. The DATA is marked as information that is under a Distribution C. The DATA is being requested of RDECOM-ARDEC by Recipient for the purposes of preparing to bid for, and/or preparing to manufacture, the MMO for the U.S. Army; and to perform under contract #TBD, resulting from solicitation # W15QKN-18-R-0065 for the U.S. Government. In consideration for RDECOM-ARDEC 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 RDECOM-ARDEC 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 RDECOM-ARDEC's technology.

B. Because this Agreement involves release of technical data controlled by U.S. DoD Directive 5230.25, the following notice to Recipient is provided.

NOTICE TO ACCOMPANY THE DISSEMINATION

OF EXPORT-CONTROLLED TECHNICAL DATA

1. The export of information contained herein, which includes in some circumstances releases to foreign nationals within the United States, without first obtaining approval or license from the U.S. Department of State for items controlled by the International Traffic in Arms Regulations (ITAR), or the U.S. Department of Commerce for items controlled by the Export Administration Regulations (EAR), may constitute a violation of law.

2. Under 22 U.S.C. 2778 the penalty for unlawful export of items or information controlled under the ITAR is up to 2 years imprisonment, or a fine of $100,000 or both. Under 50 U.S.C., Appendix 2410, the penalty for unlawful export of items or information controlled under the EAR is a fine of up to $1,000,000, or five times the value of the exports, which ever is greater; or for an individual, imprisonment of up to 10 years, or a fine of up to $250,000, or both.

3. In accordance with your certification that establishes you as a “qualified U.S. contractor,” unauthorized dissemination of this information is prohibited and may result in disqualification as a qualified U.S. contractor, and may be considered in determining your eligibility for future contracts with the Department of Defense.

4. Recipient hereby agrees that, unless Recipient has first formally obtained an export license from the U.S. Government:

(i) Recipient will not provide the DATA, orally or in written form, or items which were manufactured utilizing the DATA, to a person that is not an approved authorized employee of Recipient.

(ii) Recipient shall not publish the DATA in any form or medium, or orally.

5. Recipient further agrees that Recipient shall conform to the Export Laws of the United States, and obey the U.S. Army's directives regarding non-further export and non-further disclosure of the DATA, (or items manufactured by utilizing same), even though Recipient (is or) may not be physically located within the United States of America.

6. Recipient further agrees to not provide DATA to any requesting third party (even a U.S. Citizen) but instead Recipient shall refer the requesting third party to contact the RDECOM-ARDEC, POC listed above, for request to obtain any DATA.

7. Recipient shall not remove any restricted use legends associated with the DATA. The legends shall appear on any reproduction by Recipient of all or of any portions of DATA. Recipient shall obey the restrictions contained on any restrictive legend appearing on DATA. Recipient shall adopt physical security measures to prevent improper use of or divulgence of DATA.

8. Recipient shall promptly return all DATA and copies thereof in whatever form or embodiment existing, to the U.S. Army RDECOM-ARDEC, POC upon request. The DATA shall at all times remain the property of the U.S. Government, including any reproductions or embodiments of all or of any parts thereof.

9. A copy of this notice shall be provided with any partial or complete reproduction of these data that are provided to qualified U.S. contractors, or to others.

FURTHER CONDITIONS OF RELEASE

C. 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 injury 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 RDECOM-ARDEC 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 RDECOM-ARDEC's 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

By:

(Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)

(Home Address of Signator)

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.

APPENDIX 1

(Listing of the DATA being released)

Mounted Machine Gun Optic (MMO) Purchase Description (AR-PD-191) Word Document with a Classified Addendum (not attached)

Classified Addendum - to be furnished after Secret Clearance has been obtained.