A07-RFP_W911QY_17R0017_Attachment_E_-_FoSUAS_Products_II_Tech_Data_Non_Disclosure.doc

Use and Non-Disclosure Agreement

For Government Technical Data Solicitation # W911QY-17-R-0017 The undersigned, ______________________, an authorized representative of the _______________________, (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 (8) of this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

Performance Specification for components of RQ-11B and RQ-20A are intended for Department of Defense (DoD) contractors or approved non-DoD contractors only. This document shall not be distributed to 3rd party national companies without prior approval by the Program Executive Office (PEO) Aviation, Unmanned Aircraft Systems Project Management Office (UAS PMO), SFAE-AV-UAS, Redstone Arsenal, AL 35898-5000.

(1) The Recipient shall-

(a) Use, modify, reproduce, release, perform, display, or disclose Data for proposal preparation in response to this solicitation. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the Program Executive Office (PEO) Aviation, Unmanned Aircraft Systems Project Management Office (UAS PMO), SFAE-AV-UAS, Redstone Arsenal, AL 35898-5000, 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. Release, performance, display, or disclosure to other persons is not authorized unless expressly permitted in writing by the Government. Additionally, export is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec 2751, et seq.) or the Export Administration Act of 1979 (Title 50, U.S.C., Appl. 2401 et seq.), as amended. Violations of these export laws are subject to severe criminal penalties. Dissemination, when Government approved. shall be in accordance with provisions of DoD Directive 5230.25.

(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 Government 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 agrees to destroy the subject Data, and all copies of the Data in its possession, upon notice of contract awards, notice of solicitation cancellation and if Recipient does not receive a contract award as an outcome of this solicitation. Recipient also agrees to have all persons to whom it released the Data do so by that date, and to notify the Government that the Data have been destroyed in accordance with this Agreement. Should Recipient receive a contract award, the Data need not be destroyed and becomes subject to the terms and conditions of the contract.

(7) This Agreement shall be effective for the period commencing with Recipient's execution of this Agreement and ending upon notice of contract awards or notice of solicitation cancellation. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

(8) To obtain Performance Specification for components of RQ-11B and RQ-20A Unmanned Aircraft return signed NDA to Vaclav ‘Vosh’ Slechta, Contract Specialist, at vaclav.slechta.civ@mail.mil and Eric Thomas, Lead Engineer, TUAS/FoSUAS eric.g.thomas.civ@mail.mil, and follow the instructions for ‘Export controlled’ document as provided in thte RFP.

Recipient's Business Name ____________________________________________________________

Business Cage Code_______________ Address ___________________________________________________________________________ By__________________________________________

Signature of Authorized Representative

Date Representative's Typed Name __________________________________________________________ Title

Email Address _______________________________________________________________________

Telephone Number ___________________________________________________________________ 15 August 2017