Attach_0014_-_NDA_(Amend_0001)_.pdf

This document must be signed and return to the U.S. Government before the above name individual receives information. A copy must also be retained by the contractor.

W911W4-18-C-XXXX

Attachment 0014

Non-Disclosure Agreement (NDA) for Contractor Employees and

Their Subcontractors

I, _________________________________, (print your full name) am an employee of or a subcontractor to ____________________________________ (print Company Name), a contractor acting under Contract W911W4-18-C-XXXX

I understand that in the performance of this contract, I may have access to or be entrusted with sensitive or proprietary business, technical, financial, pre-decisional, or source selection information belonging to the U.S. or companies with information relevant to this contract effort.

This information includes, but is not limited to acquisition plans, other sensitive U.S. data such as data identified as “Business Sensitive,” and data belonging to or marked or considered as “proprietary” (e.g., contains a restrictive legend pursuant to Federal Acquisition Regulation 52.215-1), advanced procurement information (e.g., future requirements, statements of work, and acquisition strategies), trade secrets, cost and pricing information, spend plan data, technical information, and other confidential business information (e.g., confidential business information submitted by another company), trade secrets of another company, and information that would not be released under the Freedom of Information Act (e.g., program, planning, and budgeting system information, workload data, and performance systems data). Data includes all data, information and software, regardless of the medium (e.g. electronic or paper) or format, in which the data exists, and includes data which is derived from, based on, incorporates, includes or refers to such Source Selection, Business Sensitive or proprietary data (collectively referred to as “the data”).

In order to support the 902nd MI Group and Fort Meade Special Security Office (SSO) customers within the Intelligence and Security Command (INSCOM) or other U.S. Government agency granting me access to Confidential, Proprietary or Sensitive Information held by the U.S. or other companies relating to the tasks to be performed under the contract, intending to be legally bound, I hereby agree to the following terms and conditions:

1. All information that I receive or obtain in performance of my duties in support of the Contractor’s performance of the contract shall be deemed to be Confidential, Proprietary or Sensitive Information, including, without limitation, visual, verbal and written information, in whatever form or medium, including, but not limited to, personal, business or financial information, or intellectual property, or technical information in the form of discussions, communications, designs, concepts, requirements, specifications, software, interfaces, components, processes, or similar things. I understand and agree that any work product related to the contract, including, but not limited to, final documents and products, drafts, feeder documents, briefings, notes, and any other related oral or written communication shall constitute Confidential, Proprietary or Sensitive Information for purposes of this Agreement.

W911W4-18-C-XXX

Attachment 0014

This document must be signed and return to the U.S. Government before the above name individual receives information. A copy must also be retained by the contractor.

2. I will not discuss with, disclose, release, reproduce or otherwise provide or make available the data, or any portion thereof, to any employee of my company, or any other company, unless and until such person has executed a copy of this individual non-disclosure Agreement. I also will not discuss with, disclose, release, reproduce, or otherwise provide or make available the data, or any portion thereof, to any non-person or entity (including, but not limited to any subcontractor, joint venture, affiliate, successor or assignee of the Contractor), unless the Contracting Officer and any company claiming the data is proprietary have given prior written approval, AND the person receiving the data has executed a copy of this individual non-disclosure Agreement.

3. I agree that I shall not, except as expressly authorized in writing by the Government, at any time during or after my performance of duties in support of the Call Oder, directly or indirectly, disclose, publish or disseminate, to any other person or entity, any Confidential, Proprietary or Sensitive Information I have access to by reason of my performance of duties in support of the contract, nor shall I use any such Confidential, Proprietary or Sensitive Information for my personal use or advantage, or make it available to others not cleared for access to Confidential, Proprietary or Sensitive Information by the U.S. Government lacking a need-to-know for performance of the contract. I shall not retain any Confidential, Proprietary or Sensitive Information, including written notes, photographs, sketches, models, memoranda or any tangible representation of the Confidential, Proprietary or Sensitive Information except as required in my performance of duties in support of the contract. Without limiting the generality of the foregoing statements, I agree that Confidential, Proprietary or Sensitive Information shall not be released to the media, press, competing firms, individuals, or U.S. Government officials outside the U.S. Government for any purpose.

4. Appropriate restrictive legends will be included by me on any copies and reproductions made of all or any part of the data and any data that is derived from, based upon, incorporates, includes or refers to the data. I agree that these obligations not to use, discuss, disclose, release, reproduce or otherwise provide or make available the data continue, even after completion of the contract or my employment. I will promptly (within one business day) report to the U.S. Government any actual or suspected unauthorized use, disclosure, release, or reproduction of such data or violation of this Agreement of which I am now or may become aware.

5. I understand that the loss of, misuse of, or unauthorized access to or modification of this information could adversely affect the national interest or conduct of Federal programs.

6. I agree to safeguard the data and to use the data solely for the purpose of performing duties under the contract. Any other use, disclosure, release or reproduction is unauthorized and may result in substantial criminal, civil and administrative penalties to me and my company. I have been advised and understand that my violation of this Agreement could cause irreparable injury to the United States. I understand that the U.

S. may seek any remedy available to it to enforce this Agreement, including, but not

W911W4-18-C-XXXX

This document must be signed and return to the U.S. Government before the above name individual receives information. A copy must also be retained by the contractor.

limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I have been advised that the action can be brought against me in any of the several appropriate United States District Courts where the United States may elect to file the action. Court costs and reasonable attorneys’ fees incurred by the U. S. may be assessed against me if I lose such action. I understand that my violation of this Agreement may result in civil and criminal action. I recognize that nothing in this Agreement constitutes a waiver by the United States of the right to prosecute me for any statutory violation. I further understand that another company might file a separate claim against me if I have misused its proprietary information.

7. Proprietary information and data, will be handled in accordance with U.S. regulations.

This Agreement shall continue for a term of one (1) year from the date upon which I last have access to the information.

8. Sensitive information and data, will be handled in accordance with U.S. regulations. The Statute of Limitation is indefinite for unauthorized release of sensitive information.

9. I further understand and agree that all Confidential, Proprietary or Sensitive Information shall be retained, disseminated, released, and destroyed in accordance with the requirements of law and applicable Department of Defense or US Army directives, regulations, instructions, policies and guidance.

10. In the event that I seek other employment, I will reveal to any prospective employer the continuing obligation in this Agreement prior to accepting any employment offer.

11. Unless and until I am released in writing by an authorized representative of the Army, I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted access to the Confidential, Proprietary or Sensitive Information, and at all times thereafter. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. This Agreement shall be interpreted under and in conformance with the laws of the United States.

12. Neither I, my spouse, my dependent children nor any member of my household to the best of my knowledge; (1) has any direct or indirect financial interest in any of the companies with information that will be accessed in performance of this contract; (2) has any other beneficial interest in such firms except for the following: (place NONE if no interest applies).

Further, to the best of my knowledge, no person related to me by blood or marriage, apart from persons referred above or any business associate is employed by or has a direct or indirect financial concern or any other beneficial concern in the companies with

W911W4-18-C-XXXX

This document must be signed and return to the U.S. Government before the above name individual receives information. A copy must also be retained by the contractor.

information that will be accessed in performance of the industrial base studies except for the following: (place NONE if no interest applies).

The listing of interests or concerns under paragraphs above does not mean that the individual cannot receive information. The effect of the interests and concerns will be determined by the Contracting Officer after consultation with legal counsel. A copy of the determination will be provided to the individual making the certification. The original determination and the signed certification will be retained by the Contracting Officer.

13. The obligations imposed herein do not extend to information and data which:

a) Is in the public domain at the time of receipt, or it came into the public domain thereafter through no act of mine:

b) Is disclosed with the prior written approval of the government

c) Is disclosed pursuant to court order, after notification to the Order’s Procuring

Contracting Officer;

d) Was known by me or the Contractor without restriction as to further disclosure when received or was developed independently by the Contractor by individuals who had no direct or indirect access to such information,

e) Was obtained from a source other than the government, its employees, agents, or contractors through no breach of confidence.

14. I understand that my obligations under this NDA are of a continuing nature and if anything takes place which would cause a change to any statement or create a violation of any representation or rule of conduct herein, I will bring such matters to the immediate attention of the Contracting Officer.

I have read this Agreement carefully and my questions, if any, have been answered to my satisfaction.

(Print Name of Employee or Subcontractor) Date

(Signature of Employee or Subcontractor)

Company or Organization