CTSO Non-Disclosure and Non-Use Agreement - Version 2 - 20JAN22.doc

DEPARTMENT OF THE ARMY

U.S. ARMY CONTRACTING COMMAND – NEW JERSEY

PICATINNY, NJ 07806-5000

Prototype Project Opportunity Notice: W15QKN-22-R-0JKH

Program Name: Close Terrain Shaping Obstacles (CTSO) Increment 1 (INC1)

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, and hereinafter collectively referred to as “Data”) for use in relation to the CTSO Increment 1 Solicitation, Prototype Project Opportunity Notice (PPON) W15QKN-22-R-0JKH. 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 reviewing the documentation to assist with its preparation of a proposal in response to the PPON, 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 legends, restrictions or markings, and the legends, restrictions or markings shall appear on any reproduction of all, or of any portion of, the Data. Recipient shall not add any legend, 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 U.S. ARMY, PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO THE U.S. 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. Recipient shall be responsible for ensuring that each officer, director, or employee, as well as any other business entity that Recipient owns or controls, signs a non-disclosure and non-use agreement with the same force and effect as this NDA prior to receiving the Data, or otherwise acknowledges in writing the obligations contained herein.

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. All documentation for use in relation to the CTSO Increment 1 PPON (W15QKN-22-R-0JKH), to include:

a. Attachment 2 – SRD Version 1.6

b. Attachment 3 – CTSO Security Classification Guide

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