NDA_-_breech_reliability_kit_-_20_Nov_18.docx

Recipient Organization: OFFERORS NAME AND ADDRESS

Disclosing Party: U.S. Army Armament Research, Development and Engineering Center, Picatinny Arsenal, New Jersey, 07806

Date: TODAY’S DATE

US Army ARDEC NON-DISCLOSURE, NON-USE and NON-REVERSE-ENGINEERING AGREEMENT for Government-owned Technical DATA pertaining to

M284 Breech Reliability Upgrade Kit (11583131)

This non-disclosure, non-use and non-reverse-engineering agreement (hereafter also referred to as “NDA”) dated ENTER TODAY’S DATE is made by the recipient Organization, OFFERORS NAME AND ADDRESS, general telephone: (###) ###-####, website: http://www.XXX.com, point of contact: NAME, TITLE, EMAIL@COMPANY.com, (###) ###-###, (hereafter referred to as the "Recipient" or “Recipient Organization”), with the U.S. Army Armament Research Development and Engineering Center, Picatinny Arsenal, New Jersey 07806-5000 (hereafter referred to as "RDECOM-ARDEC" or “ARDEC”). Recipient has requested that RDECOM-ARDEC supply Recipient technical data packages pertaining to the M284 Breech Reliability Kit - (hereafter referred to collectively as the “DATA”), originated by the System Engineering Directorate of RDECOM-ARDEC, Benet Labs, Watervliet, NY 12189; point of contact: Ms. Mary Fischer, telephone (518) 266-5302, e-mail: mary.c.fischer.civ@mail.mil. The DATA will be used by the recipient for production and manufacturing activities. The recipient understands that a license for the DATA must be obtained from ARDEC prior to any commercial sales of the ARDEC kit.

In consideration for RDECOM-ARDEC 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 for no other purposes.

2. Recipient shall not divulge the DATA or any derivative drawings or other works therefrom to any third party without the consent of RDECOM-ARDEC. Recipient hereby agrees that all said defined “DATA” shall be subject to the legend in the Attachment to this Agreement. Recipient shall also 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 and any derivative drawings or other works therefrom.

Notwithstanding the foregoing, RDECOM-ARDEC grants the Recipient permission to disclose confidential information contained in the TDP to third party entities, including drawings relating to subcontracting of work associated with production and manufacturing of the M284 Breech Reliability Kit.

3. The DATA and inventions embodied therein shall at all times remain the property of the U.S. 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 U.S. Government; provided, that any derivative drawings created by Recipient in connection with the DATA shall remain the property of Recipient.

4. This NDA shall remain effective for a fifteen (15) year term starting from the date stated above.

5. Upon either termination of the fifteen-year term of this agreement or upon the request of RDECOM-ARDEC, the recipient shall promptly return or destroy all originals, recorded and unrecorded copies of the ARDEC DATA that remain in the possession of Recipient (including Proprietary and/or Confidential Information stored on tapes, computer discs, compact discs and other media) and shall destroy any and all derivative drawings and other derivative works created from said DATA. Notwithstanding the foregoing, Recipient shall not be required to destroy derivative drawings and other derivative works created from said DATA that (i) may be found in Recipient’s files in accordance with its ordinary course of business archival or back-up procedures or record retention policies, or (ii) are retained solely for evidentiary or compliance purposes or as required by law, rule or regulation; provided that any such retained drawings shall be kept confidential with the same confidentiality obligations contained in this Agreement and shall not be access or used for any purpose other than archival purposes, and such restrictions on access and use of any retained drawings shall survive indefinitely. An officer of the recipient shall certify in writing its return or destruction of the DATA to ARDEC's representative.

6. It is understood and accepted that the obligations of non-use, non-disclosure and non-reverse-engineering 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.

7. Recipient shall conform to the Export Laws of the United States, and obey the Army's directives per DoDD 5230.25, November 6, 1984 and DoDI 5230.27, October 6, 1987 - 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.

8. 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 safety or suitability of any DATA which may be provided hereunder or of items or processes made there from. 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.

9. If RDECOM-ARDEC provides Recipient with computer models, electronic data, part prints, sketches, 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 RDECOM-ARDEC technology.

10. This NDA supersedes all prior NDA’s relative to the platforms outlined at the beginning of the document between the above stated parties.

FOR RECIPIENT ORGANIZATION

By: ___________________________________ (Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)

ATTACHMENT (Legend)

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION

THIS DOCUMENT CONTAINS TECHNICAL DATA THAT ARE THE PROPERTY OF THE UNITED STATES ARMY PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO PICATINNY ARSENAL ONLY. THESE TECHNICAL DATA SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THOSE FOR WHICH FURNISHED NOR DISTRIBUTED OR REPRODUCED OR ANY PART THEREOF REVEALED IN ANY MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS SPECIFIED HERE WITH TO RECEIVE THEM. THIS LEGEND MUST BE INCLUDED ON ANY REPRODUCTION OF THIS MATERIAL OR PORTIONS THEREOF.