B08_Attachment_0003_Non-Disclosure_Agreement.pdf

UNCLASSIFIED – FOR OFFICIAL USE ONLY

REPLY TO

ATTENTION OF:

DEPARTMENT OF THE ARMY

ARMY CONTRACTING COMMAND – ROCK ISLAND

3055 RODMAN AVENUE

ROCK ISLAND, IL 61299-8000

CCRC-AE

NON-DISCLOSURE AND NON-USE AGREEMENT

Pertains to Tech Data Packages (TDPs) for M1 & M2 Molds

This non-disclosure and non-use agreement (hereafter also referred to as “NDA”) is made by a vendor interested in providing M1 & M2 Molds for the Government. The Recipient may receive technical data, software, and other information (hereafter referred to as “DATA”) relating to the program listed above. The DATA is to be used only for the purpose of providing a proposal in response to Request for Proposal W52P1J-19-R-MOLD. In consideration for the Government agreeing to furnish such DATA to Recipient for such purposes, the Recipient hereby agrees to the following:

1. Recipient warrants that the said DATA shall only be used for the purposes requested, and to perform under contract for the Government, (contract number still to be determined) and for no other purposes.

2. Recipient understands and agrees to abide by the protocol included in the attached “Notice to Accompany the Dissemination of Export-Controlled Technical Data”.

3. Recipient shall not divulge the DATA to any third party. The Recipient party may disclose the DATA to its consultants and contractors on a need-to-know basis, provided that when doing so, the receiving party binds those consultants and contractors to terms at least as restrictive as those stated herein, advises them of their obligations as to such terms, and agrees to indemnify the disclosing party for any breach of those obligations by such consultants and contractors. Recipient shall obey the restrictions contained on any other restrictive legend appearing on said DATA. Recipient shall not remove any such legends associated with said DATA. The legends shall appear on any reproduction by Recipient of all, or of any portions of said DATA. Recipient shall adopt physical security measures to prevent improper use of or divulgence of the DATA.

4. Recipient shall promptly return or destroy all DATA and copies thereof in whatever form or embodiment existing, to the Government upon request. The DATA and inventions embodied therein shall at all times remain the property of the Government, including any reproductions or embodiments of all or of any parts thereof. Any improvements made by Recipient to said DATA and inventions embodied therein shall become the exclusive property of the Government.

5. 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.

6. Recipient shall conform to the Export Laws of the United States, and obey the Army's directives regarding non-export and nondisclosure of said DATA, (or items manufactured by utilizing same), even if Recipient's facility may not be located within the United States of America.

7. No license is provided to Recipient by the provision of DATA under this Agreement. No representation or warranty is made or given as to the existence or possibility of any intellectual property rights claims in said DATA, including but not limited to patent, copyright and trade secret claims. No representation or warranty is made or given as to the safety or suitability of any DATA which may be provided hereunder or of items or processes made there from.

8. If the Government 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 the Government’s technology.

FOR RECIPIENT ORGANIZATION:

By: ____________________________________ (Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)