Attachment 0003- Non Disclosure and Non Use Agreement 10 April 2024.pdf

DEPARTMENT OF THE ARMY

U.S. ARMY CONTRACTING COMMAND – NEW JERSEY

PICATINNY, NJ 07806-5000

Solicitation No.: W15QKN-24-R-0042 Customer: Office of the Project Management, Maneuver Ammunition Systems (PM-MAS)

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 120 Advanced Multi-Purpose (AMP) M1147, High Explosive Muti-Purpose with Tracer (HEMP-T) Cartridge program, Solicitation W15QKN-24-R-0042. 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-24-R-0042, 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, without written permission 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 all Government Property markings, if applicable, 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 other restriction or marking on any reproduction of all, or any portion of, the Data without prior written approval from ACC-NJ. Recipient shall adopt the necessary physical security measures to prevent improper use or disclosure of the Data.

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. The Data and all inventions embodied within it, either in whole or in part, shall always 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. 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 or destroy all the Data, including all copies in whatever form or embodiment, to ACC-

NJ upon request. This does not apply to automatic computer backup or archival copies generated in the ordinary course of Recipient’s information technology system, provided that (i) the information technology system meets all Government security regulations, (ii) such backup or archival copies are regularly deleted in the normal course of business, and (iii) such backup or archival copies are not regularly accessible by the officers, directors or employees of the Recipient, as well as any other business entity that Recipient owns or controls.

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. Recipient shall not be in breach of this NDA if the Data (i) is already public when received, (ii) becomes public after it is received (other than because of breach of this NDA), (iii) was previously discovered or learned and documented prior to receipt, or (iv) is disclosed as required or ordered by a court of competent jurisdiction.

11. This NDA shall become effective on the date executed and its non-disclosure and non-use obligations shall not expire.

RECIPIENT ORGANIZATION

Authorized Signature: Date:

Name: [Typed Name] Title: [Typed Title] Number: [Contact Number] Email: [Contact Email]

APPENDIX

Description of the Data covered by this NDA:

1. Attachment 0001: AMP DTL, DTL13053500_Distribution D

2. Attachment 0002: TECHNICAL DATA PACKAGE: 13069011:19200_Distribution D