NDA.pdf
PDF 13 KB Posted
- Attached to
- RECEIVER, UPPER - M4/M4A1
- Solicitation number
- W912CH-25-R-0210
- Issued by
-
Department of the Army
About this file
This is a Use and Non-Disclosure Agreement template for recipients requesting access to government technical data or computer software with restricted usage rights.
The agreement establishes usage restrictions based on data classification markings. Recipients with government purpose rights or SBIR data rights legends may use data only for government purposes, not commercial purposes, and may only disclose to subcontractors or suppliers who require the data to submit offers or perform contracts; all subcontractors and suppliers must execute a similar non-disclosure agreement. Technical data marked with limited rights legends may be used only as specified in an attachment, with disclosure to others prohibited unless expressly permitted by the contractor. Computer software marked with restricted rights legends may be used solely for performance of a specified solicitation and cannot be enhanced, decompiled, disassembled, reverse engineered, time-shared, or used on multiple computers simultaneously; disclosure to others is prohibited unless expressly permitted by the licensor. Data marked with special license rights legends are governed by terms to be completed by the contracting officer.
The recipient must implement operating procedures and physical security measures to prevent inadvertent release or disclosure. The agreement specifies that data is accepted "as is" without warranty and that the recipient must indemnify and hold harmless the government from claims arising from misuse or unauthorized disclosure. The contractor is designated as a third-party beneficiary with direct action rights against the recipient for breaches. Recipients must destroy all data and copies within 30 days after contract award notification or notification that a contract was awarded to another party, and notify the contractor of destruction. The agreement remains effective from execution through contract performance, with obligations surviving termination. Recipients must submit a signed copy via email or fax to the identified buyer with their business information and authorized representative signature.
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Other files
| File | Type | Posted |
|---|---|---|
| RFP - 25R0210_7-27.pdf |
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Text version
Use and Non-Disclosure Agreement For Government Technical Data
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 an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:
(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 (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 in performance of Solicitation Number _________________. 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 software licensor 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.
(d) Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends
(To be completed by the contracting officer. See 227.7103-7(a)(2). Omit if none of the Data requested is marked with special license rights legends).
(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.
http://www.acq.osd.mil/dp/dars/dfars/html/r20030821/227_71.htm#227.7103-7
(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 performance of the contract, if one is awarded to the recipient. For recipients of data that were not awarded a contract, upon notification that a contract was awarded to other than the recipient or after review of data if a proposal was not submitted. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.
(9) To access TDP drawings, read the instructions in Section C of the solicitation to request authorization.
Recipient's Business Name and Address
___________________________________________Business Cage Code________________________
Telephone Number ________________________E-Mail Address________________________________
By______________________________________________________ ________________________ Authorized Representative Date
Representative's Typed Name and Title
EMAIL AND/OR FAX A LEGIBLE, SIGNED COPY OF THIS USE AND NON-DISCLOSURE
AGREEMENT TO THE BUYER IDENTIFIED ON THE COVER PAGE OF THE SOLICITATION, FAX
NUMBER AVAILABLE IN SECTION C.
File details come from the government source that posted it. Updated .