Section L Att 01 - WDF-Non-Gov Advisor NDA (RFP W9133L24R3801) (Rev. 1).pdf

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Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made between Western Door Federal, LLC (hereinafter “WDF”) a Delaware limited liability company having a principal place of business at 14200 Park Meadow Drive Suite 125-N, Chantilly, VA 20151 AND ____________________________ (“Company”), a __________________ company, with offices located at

WDF and Company wish to specify the conditions under which confidential Information may be exchanged for the purpose of WDF’s support under contract to the National Guard Bureau (NGB) as a contractor providing acquisition and procurement support to the following contract or solicitation number(s) W9133L24R3801 (“Contract(s)”). Technical, cost/price, and past performance data submitted to the Government may be released to WDF’s non-Government advisors for review and analysis. In consideration of the foregoing, WDF and Company agree as follows:

1. Confidential Information “Confidential Information” shall mean information or materials provided by one party to the other which are in tangible form and labeled “confidential”, “proprietary” or the like, or, if disclosed orally, are identified as being confidential at the time of disclosure and are followed up within two (2) weeks in a tangible form that is appropriately labeled. Such information may include, but is not limited to, technical, financial, marketing, staffing and business plans and information, specifications, drawings, prices, costs, customer information, procedures, proposed products, processes, business systems, software programs, techniques, and like information of, or provided by the disclosing party. Confidential Information shall not include information or materials that: (1) were, on the effective date of this Agreement, generally known to the public; or (2) become generally known to the public after the effective date of this Agreement other than as a result of the act or omission of the receiving party; or (3) were rightfully known to the receiving party prior to that party receiving same from the disclosing party;

or (4) are or were disclosed by the disclosing party to a third party generally without restriction on disclosure; or (5) the receiving party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (6) are independently developed by the receiving party; or; (7) are requested of discloser by any court or government agency pursuant to written court order, subpoena, regulation or process of law.

In the event of such legal requirement, the receiving party must first provide disclosing party with prompt written notice and cooperate with disclosing party to appropriately protect against or limit the scope of such disclosure. To the fullest extent permitted by law, receiving party will continue to protect as confidential and proprietary all Confidential Information disclosed in response to a written court order, subpoena, regulation or process of law.

2. Points of Contact

The points of contact with respect to the transmission and control of Confidential Information under this Agreement are designated by the respective parties as follows:

Company Western Door Federal, LLC

Name: Name: Ryan Rothman

Title: Title: Sr Director of Legal and Compliance

Address: Address: 14200 Park Meadow Drive, Suite 125-N

Chantilly, VA 20151

E-mail: E-mail: contracts@senecaholdings.com

Phone: Phone: 703-956-6921

3. Restrictions on Disclosure and Use

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The receiving party shall be held to the same standard of care it applies to its own information and materials of a similar nature. In no event shall the Receiving Party use less than reasonable care to protect Confidential Information.

Receiving party shall not: (1) make Confidential Information available to any of its employees or consultants who do not have a “need to know” in order to carry out the purposes of this Agreement; or (2) use Confidential Information for any purpose other than contemplated by this Agreement or to Discloser’s detriment. Additionally, the receiving party may disclose Confidential Information to any third party, provided such third party enters into a non-disclosure agreement no less restrictive than this Agreement.

4. Ownership and Relationship All Confidential Information disclosed under this Agreement shall remain the property of the disclosing party. This Agreement does not create any agency, partnerships or business relationship between the parties. Further, no license under any patent, trade secret, copyright, trademark, title, or other intellectual property right is expressed, granted or conveyed by this Agreement or by one party disclosing Confidential Information to the other. Neither Party shall reverse-engineer, decompile, or disassemble any products, prototypes, software, or other tangible objects that embody the Confidential Information.

5. Term and Termination

The effective date of this Agreement shall be the date of the latter signature below if both parties are to be disclosing Confidential Information or shall be the date the receiving party signs if only one party is identified above as disclosing Confidential Information. The term of this Agreement shall be one (1) year from the effective date unless terminated earlier by written notice of either party. This Agreement shall automatically extend beyond one (1) year if the subject contract(s) remain active and have not been closed out, terminated, cancelled, or otherwise reached the expiration date for performance. Should a contract be awarded to Company resulting from the solicitation referenced herein, then the agreement shall automatically extend beyond one (1) year if the awarded contract remains active and has not been closed out, terminated, cancelled, or otherwise reached the expiration date for performance. Termination of this Agreement shall not relieve a party of its obligations under Article 3 above which shall continue for a period of three (3) years from the date of the disclosure under this Agreement. Upon termination, Confidential Information disclosed under this Agreement shall be returned to the disclosing party or, at disclosing party’s option, may be destroyed.

6. Miscellaneous

a) This Agreement shall be governed by the laws of the State of Delaware.

b) Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other.

c) If any provision of this Agreement or application thereof is held to be invalid, unenforceable, or void, the remainder of this Agreement and such provision or terms and conditions will remain in full force and effect under applicable law, and when necessary, the court is requested to reform any and all terms and conditions to give them such effect and will be interpreted so as best to affect the intent of the Parties.

d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and it supersedes any prior or contemporaneous written or oral agreement. This Agreement shall not be modified except by written agreement dated subsequently.

AGREED AND ACCEPTED BY:

___________________________ Western Door Federal, LLC

Signature: Signature:

Printed Name: Printed Name: Kerrie McCabe

Title: Title: President

Date: Date: