Attachment 0006 Non-Disclosure Agreement RAMS.doc

DEPARTMENT OF THE ARMY

U.S. ARMY CONTRACTING COMMAND – NEW JERSEY

PICATINNY, NJ 07806-5000

Solicitation No.: W15QKN-20-R-0021 Program Name: RAMS M17A1 Receiver and M85A1 Trainer Receiver

NON-DISCLOSURE AND NON-USE AGREEMENT

This Non-Disclosure and Non-Use Agreement (hereinafter “NDA”) is made by the Recipient Organization, [Company Name] (hereinafter “Recipient”), having a principal place of business at [Principal Place of Business], with the U.S. Army Contracting Command – New Jersey, Picatinny Arsenal, New Jersey 07806-5000 (hereinafter “ACC-NJ”). Recipient has requested that ACC-NJ supply Recipient with a copy of technical data, software, and other information (as described in the Appendix), for use in relation to the RAMS M17A1 Receiver and M85A1 Trainer Receiver program, Solicitation Number W15QKN-20-R-0021 (hereinafter collectively referred to as “Data”). In consideration for ACC-NJ agreeing to supply the Data to the Recipient, the Recipient hereby agrees to the following:

1. Recipient warrants that the Data shall only be used for the express purpose of preparing a proposal in response to Solicitation Number W15QKN-20-R-0021, and for no other purpose.

2. Recipient shall not disclose the Data to any third party, which includes any subcontractors, except if that disclosure directly relates to the express purpose above. Prior to any third party disclosure, Recipient shall notify and receive written approval from ACC-NJ. In the case of a third party disclosure, Recipient shall be responsible for ensuring that the third party signs a non-disclosure and non-use agreement with the same force and effect as this NDA prior to receiving the Data. Furthermore, Recipient shall be responsible for maintaining a contemporaneous list of all third parties that have received the Data, with the corresponding non-disclosure and non-use agreements, which shall be provided to ACC-NJ immediately upon request. Recipient shall also immediately notify ACC-NJ in writing if Recipient becomes aware of any disclosure of the Data in violation of the express terms of this NDA

3. Recipient’s use of the Data shall be subject to the following Legend, as well as any other restrictions or markings on the Data. Recipient shall not remove or alter any such restrictions or markings, and the restrictions or markings shall appear on any reproduction of all, or of any portion of, the Data. Recipient shall not add any restriction or marking on any reproduction of all, or any portion of, the Data without prior written approval from ACC-NJ. Recipient shall adopt physical security measures to prevent improper use or disclosure of the Data.

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION

THIS DOCUMENT CONTAINS INFORMATION THAT IS THE PROPERTY OF THE UNITED STATES ARMY, PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO THE UNITED STATES ARMY, PICATINNY ARSENAL ONLY. THIS INFORMATION SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THOSE FOR WHICH IT WAS FURNISHED, NOR DISTRIBUTED OR REPRODUCED OR REVEALED IN ANY MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS SPECIFIED THEREIN. THIS LEGEND MUST BE INCLUDED ON ANY REPRODUCTION, IN WHOLE OR IN PART, OF THIS MATERIAL.

4. The non-disclosure and non-use obligations within this NDA shall be obligations of both Recipient itself and the individuals who are officers, directors, or employees of Recipient, as well as any other business entity that Recipient owns or controls.

5. If Recipient receives any physical models, samples or experimental apparatus for use or evaluation, Recipient agrees not to reverse engineer such items, nor to disassemble them to discover or understand their design, for any unauthorized use of the Data.

6. Recipient shall promptly return all the Data, including all copies in whatever form or embodiment, to ACC-NJ upon request. The Data and all inventions embodied within it, either in whole or in part, shall at all times remain the exclusive property of the U.S. Government. Any improvements made by Recipient to the Data and all inventions embodied within it shall become the exclusive property of the U.S. Government.

7. Recipient shall adhere to the Export Laws of the United States, and obey the U.S. Army's directives regarding non-export and non-disclosure of the Data (including any items created by utilizing the Data), even if Recipient's facility may not be located within the United States of America.

8. No license is granted to Recipient by this NDA. No representation or warranty is made or given as to the safety or suitability of any of the Data provided, or of items or processes derived in whole or in part from the Data. No representation or warranty is made or given as to the existence or possibility of any intellectual property right claims in the Data, including but not limited to patent, copyright and trade secret claims.

9. Recipient understands that any unauthorized use or disclosure of the Data in violation of this NDA will be subject to any administrative, civil or criminal remedies authorized by law.

10. This NDA shall become effective on the date executed.

RECIPIENT ORGANIZATION

Authorized Signature

Typed Name / Title

Date

Contact Number / Email

APPENDIX

Description of the Data covered by this NDA:

1. [Clearly identify all of the technical data, software, and other information being given to the Recipient. Include relevant document numbers, if applicable/feasible. Ensure that this data is appropriately marked prior to dissemination.]

2. [List each relevant item]

3. [List each relevant item] ��This language can be tailored depending upon the circumstances. Some prefer to disallow all disclosure (see A below). Some prefer to allow disclosure but only with prior written approval (current wording). Some prefer to allow disclosure so as to facilitate performance without being inundated with written requests (see B below).

A. “Recipient shall not disclose the Data to any third party, which includes any subcontractors. Recipient shall immediately notify ACC-NJ in writing if Recipient becomes aware of any disclosure of the Data in violation of the express terms of this NDA.”

B. “Recipient shall not disclose the Data to any third party, which includes any subcontractors, except if that disclosure directly relates to the express purpose above. In the case of a third party disclosure....” NOTE: Only “Prior to any third party disclosure, Recipient shall notify and receive written approval from ACC-NJ” is deleted.

_1114603204