Non Disclosure Non Use Agreement.pdf

DEPARTMENT OF THE ARMY

OFFICE OF THE PROJECT MANAGER FOR CLOSE COMBAT SYSTEMS

183 BUFFINGTON ROAD

PICATINNY ARSENAL NJ 07806-5000

SFAE-AA-CCS

MEMORANDUM FOR RECORD

SUBJECT: 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 Project Manager for Close Combat Systems, Picatinny Arsenal, New Jersey 07806-5000 (hereinafter "PM-CCS").

Recipient has requested that PM-CCS supply Recipient with a copy of top level drawings and product descriptions (as described in the Appendix), for use in relation to the request for industry feedback on MICLIC ESAD FUZE (hereinafter collectively referred to as "Data"). In consideration for PM-CCS 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 response to W519TC-25-R-IA19, and for no other purpose.

2. Recipient shall not disclose the Data to any third party, which includes any subcontractors. Recipient shall immediately notify PM-CCS 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 adopt physical security measures to prevent improper use or disclosure of the Data.

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION

THIS DOCUMENT CONTAlNS 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.

SAFE-AA-CCS

SUBJECT: NON-DISCLOSURE NON -USE AGREEMENT, W519TC-25-R-IA19

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 PM-CCS upon request. The Data and all inventions embodied within it, either in whole or in part, shall at all times remain the 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 rights 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 data executed.

RECIPIENT ORGANIZATION

Authorized Signature

Typed Name/Title

SAFE-AA-CCS

SUBJECT: NON-DISCLOSURE NON -USE AGREEMENT, W519TC-25-R-IA19

Date

Contact Number/Email

APPENDIX

Description of the Data covered by this NDA:

1. High Level Drawings and Product Descriptions