Non-Disclosure_Agreement_.docx

Non-Use and Non-Disclosure Agreement for the M320

The undersigned, _________________________(Name), hereafter referred to as the “requestor”), an authorized representative of _______________________________ (Organization Name and Address), (which Organization is hereafter referred to as the “recipient “ or “Recipient Organization”), requests the U.S. Government (hereafter referred to as the “USG”) to provide him(her) with technical drawings, data and technical information, and with computer software (hereafter collectively referred to as the “DATA”) of Heckler & Koch Defense Inc., of 19980 Highland Vista Drive, Suite No. 190, ASHBURN VA 20147, U.S.A., (hereafter referred to as the “originator”), in which the Government’s use, modification, reproduction, release, performance, display or disclosure rights are restricted. The DATA refers to the M320 Technical Data, and is covered under the M320 Special License Agreement under contract number W15QKN-05-C-1250 between Originator and the U.S. Government. Recipient’s purpose for requesting the DATA is to manufacture M320 weapons for the U.S. Government. In consideration for the USG agreeing to furnish such DATA to Recipient, the Recipient hereby agrees to obey all conditions in such license agreement, and also agrees to the following conditions of the release to Recipient:

(1) Recipient shall not release or divulge any of the DATA to others. Recipient will use the DATA only for Recipient’s performance under Recipient’s contract number (To Be Determined) with the USG (resulting from solicitation no.W9098S-16-T-0101).

Otherwise, Recipient shall not use, release, or disclose such DATA. Software furnished hereunder (if any) shall not be decompiled, disassembled or reverse engineered by Recipient or others. Each person to whom any such =DATA will be supplied shall be required to first sign a copy of the Special License Agreement. Recipient agrees that it will not remove from any of the DATA furnished under this Special License Agreement, any restrictive markings, including but not limited to proprietary and limited rights legends of the Originator and of subcontractors of Originator. All restrictive markings and legends on the DATA will be reproduced verbatim on any copy of DATA and documents, including on reproductions containing any portions of such DATA that bore such restrictive markings or legends. The legends shall thereafter be maintained on such reproduced DATA. Recipient will preserve restrictive and export control, and limited distribution legends of the U.S. Government as may be placed on the DATA. Recipient shall obey the U.S. Army’s export control requirements, even if Recipient or Recipient’s plant is not physically located in the United States. The Recipient shall promptly notify the Originator of the execution on this Special License Agreement and identify the Originator’s DATA that has been or will be provided to the Recipient, the date and place the DATA were 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.

(2) The Recipient agrees to adopt and establish operating procedures and physical security measures designed to protect these DATA from unauthorized use and form 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 obligations the Government may have regarding DATA specified in a contract for the performance of that contract.

(4) The Recipient may enter into agreements directly with the originator 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 U.S. Government, its agents, and employees from every claim or liability, including attorney’s 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 Special License Agreement for the benefit of the Originator. The Originator is a third party beneficiary of this Special License Agreement who, in addition to any other right is may have, is intended to have rights of direct action against the Recipient or any other person to whom the recipient has released or disclosed the DATA, to seek damages for any breach of the Special License Agreement or to otherwise enforce this Special License 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 given in paragraph (8) of this Special License Agreement and to have all persons to whom it released the DATA do so by that date, and to notify the Originator that the DATA has been destroyed.

(8) The use of the said DATA under this Special License Agreement shall be effective for the period commencing with Recipient’s execution of this Special License Agreement and ending upon completion of the following requirement set forth in solicitation W9098S-16-T-0101: “The Certificate of Destruction (COD) that will be sent to all contractors that request this solicitation and DATA after the award is made. This COD must be completed, signed, scanned and emailed no later than 1) 10 days after the COD is emailed to you or 2) no later than 10 days after the solicitation for offerors that obtained a copy of the M320 GL TDP but decided not to submit a quote under this solicitation. If either 1) or 2) in the above sentence apply the Offeror must destroy all their copies, and verify that any copy provided to a third party (applies to all tiers of distribution), of the Distribution M320 GL TDP, in any format and on any device. However, all obligations imposed upon Recipient by this Special License Agreement Shall nonetheless survive beyond such use ending date.

Recipients Business Name/Address/Phone

By: ______________________________ Date: __________________ (Authorized Representative) (Representative’s Typed Name and Title) (Representative’s Home Address) Email Address: _____________________________________ CAGE Code:_______________________________________

DUNS#___________________________________________