NDA_Weapons_ICD_Meggitt_(1-14-13).doc

NDA

EST 2000 MTSI Redacted Weapons ICD

Use and Non-Disclosure Agreement for the Release and Use of the EST 2000 Weapon Communication Protocol Redacted Interface Control Document (ICD) Developed by Meggitt Training Systems, Inc. (MTSI) for the PEO STRI EST II Procurement

The undersigned, __________(Insert Name)__________, an authorized representative of the __________(Insert Company Name)__________, (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with technical data or computer software (hereinafter referred to as “Data”) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement and only for the purpose of the PEO STRI EST II competition:

(1)The Recipient shall—

(a) Use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights or SBIR data rights legends only for government purposes and shall not do so for any commercial purpose. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the contractor whose name appears in the restrictive legend (MTSI, the “Contractor”), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these Data to such persons. Such agreement must be consistent with the terms of this agreement.

(b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in the attachment to this Agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this Agreement or expressly permitted in writing by the Contractor. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the Contractor's Data that has been or will be provided to the Recipient, the date and place the Data were or will be received, and the name and address of the Government office that has provided or will provide the Data.

(c) Use computer software marked with restricted rights legends only for the sole purpose of proposal preparation for the EST II acquisition. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the software that has been or will be provided to the Recipient, the date and place the software were or will be received, and the name and address of the Government office that has provided or will provide the software.

(2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties.

(3) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

(4) The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

(6) The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

(7) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor that the Data have been destroyed.

(8) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending upon the PEO STRI’s EST II contract award for all firms other than the awardee. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

By____________________________

Authorized Representative

Date

Attachment

Attachment to the Use and Non-Disclosure Agreement for the Release and Use of the EST 2000 Weapon Communication Protocol

Redacted Interface Control Document (ICD)

Developed by Meggitt Training Systems, Inc. (MTSI) for the PEO STRI EST II Procurement As indicated in the NDA paragraphs (1)(b) and (1)(c), limited information is being released as it pertains to the MTSI Redacted Weapons Interface Control Document and software running on the MTSI weapons being provided for mechanical evaluation with Government Purpose Rights and the following markings:

This is confidential and proprietary information of Meggitt Training Systems, Inc. 296 Brogdon Road Suwanee GA 30042.

Distribution Statement: DISTRIBUTION D - Distribution authorized to the Department of Defense and U.S. DoD contractors only with execution of a Non-Disclosure Agreement between the Government (PEO STRI) and the express Recipient. Documents shall not be transferred to subcontractors without the execution of a Non-Disclosure Agreement between the Government (PEO STRI) and the express Recipient.

Warning: Any part or all of released information may contain technical data whose export is restricted by the Arms Export Control Act (Title 22, USC Sec 2751, et seq.) or the Export Administration Act of 1979 (Title 50, USC app 2401 et seq.), as amended. Violators of these export laws are subject to severe criminal penalties.

The Contractor, MTSI, retains exclusive ownership rights to all data provided under this NDA. The information is being provided for the sole purpose of proposal preparation for the PEO STRI EST II acquisition. If you are notified that you are an unsuccessful offeror or you decide not to participate in this acquisition, your firm understands that all information obtained must be destroyed or returned to PEO STRI, ATTN: SFAE-STRI-KOV, 12350 Research Parkway, Orlando, FL 32826. If you chose to destroy the information, you shall forward PEO STRI a certificate of destruction.