09 Apr Dod Nda Agreement
1. The specific conditions under which a designated recipient is allowed to use, modify, reproduce, broadcast, perform, display or disclose technical data with restricted rights or computer software with restricted rights are set out in an annex to the use and non-disclosure agreement. (c) The prescribed use and non-disclosure agreement is as follows: DoD Response: The Use and Non-Disclosure Agreement at 227.7103-7 is an agreement between the government and a private party and will only be used if the information is provided to the private party outside of a contract containing the clause under 252.227-7025. If the receiving party is a contractor covered for government assistance, the contract under which the information is provided must, by definition, include clause 252.227-7025 – otherwise, the recipient contractor cannot be considered a covered contractor for government assistance and would not be allowed to receive the proprietary information for such performance. Thus, in these cases, the clause of 252.227-7025 is already applicable and the NDA of 227.7103-7 should not be used. In addition, NDA 227.7103-7 would be inadequate as it does not address specific restrictions imposed on covered contractors for government support – as these restrictions are fully implemented in clause 252.227-7025, which must be included in the contract for the recipient to have the right to receive the information as a covered contractor for government support. (5) Specially negotiated license fees. The standard licence fees granted to the Government under paragraphs b) (1) to (b) (4) of this clause may be modified by mutual agreement to grant such rights as the parties deem appropriate, but shall not grant the Government lesser rights in technical data, including computer software documentation, than those set out in paragraph (a) (15) of this clause, or lesser rights in the computer software listed in paragraph (a) number 18 of this clause. All rights negotiated in this manner must be specified in a license agreement that forms part of this agreement. (2) For any dissemination, disclosure or authorized use of technical data or computer software subject to special license fees, amend paragraph (1) (d) of the User and Non-Disclosure Agreement to comply with the terms and conditions in accordance with the license requirements that govern the recipient`s obligations with respect to use, the modification, reproduction, dissemination, performance, display or disclosure of the data or software.
Ministry of Defense response: With regard to the legal adequacy and effect of 252.227-7025, this clause clearly establishes a legally sufficient and binding obligation for the recipient of the information, which expressly includes all the restrictions provided for in the legal language and expressly confirms that the owner of the protected information is a third party beneficiary of these clause obligations and therefore a direct cause of action against the recipient information protected for any breach of these obligations. In addition, clause 252.227-7025 requires such a direct NDA between the covered contractor for state support and the owner of the proprietary information to “implement” the requirements of the clause under 252.227-7025, which would require at least the terms and conditions necessary to create a legally sufficient NDA that covers all the limitations and obligations contained in the clause under 252.227-7025. In addition to these minimum requirements, the parties are also free to negotiate additional terms by mutual agreement, but neither party may require the other party to accept any conditions or conditions required other than those required to implement requirements 252.227-7025 (which fully implement the legal requirements). The rule does not prescribe reporting, record keeping or other information requirements. However, the law states that the supporting contractor must be willing to sign a non-disclosure agreement with the owner of the data. The rule implemented this requirement in such a way as to give private parties maximum flexibility to reach an amicable settlement without unnecessary government interference. To reduce the effort, the rule allows the data owner to waive the requirement of a non-disclosure agreement, since government clauses already treat secrecy appropriately. In addition, the rule states that support contractors cannot be required to accept terms that are not required by law. In the final settlement, the Ministry of Defense removed the requirement to provide the contractor with a copy of the non-disclosure agreement or waiver upon request. (iv) The Contractor will enter into a non-disclosure agreement with the party whose name appears in the legend if that party so requires, and that such non-disclosure agreement will implement the restrictions set forth in this clause on the Use of such data or software by the Contractor. The non-disclosure agreement shall not contain additional terms unless the parties to the non-disclosure agreement have mutually agreed; and the Department of Defense passed as final, with amendments, a preliminary rule amending the Defense Federal Acquisition Regulation Supplement (DFARS) to implement a section of the National Defense Authorization Act for fiscal year 2010 that gives certain types of contractors state support the power to have access to proprietary technical data of prime contractors and other third parties. provided that the owner of the technical data can require the supporting contractor to enter into a non-disclosure agreement with certain restrictions and remedies.
(a) Except as provided in paragraph (b) of this subsection, technical data or computer software provided to the Government with restrictions on use, modification, reproduction, dissemination, performance, display or disclosure may only be made available to third parties if the intended recipient completes and signs the use and non-disclosure agreement referred to in paragraph (c) of this paragraph prior to publication. or the disclosure of data. (b) The requirement for user and non-disclosure agreements does not apply to government contractors who require access to a third party`s data or software for the performance of a government contract containing clause 252.227-7025, restrictions on the use or disclosure of information provided by the government marked with restrictive captions. (2) GFI marked with legends about the special rights of the State. The Contractor may only use technical data or computer software received from the Government for government purposes. The Contractor may not use, modify, reproduce, release, perform or display such data or software for commercial purposes or disclose such data or software to any person other than its subcontractors, suppliers or subcontractors or potential suppliers who require the data or software without the express written consent of the party whose name appears in the limitation legend. to make offers or perform contracts under this contract. Before disclosing the data or software, the Contractor requires that the persons to whom the disclosure is made complete and sign the Non-Disclosure Agreement at 227.7103-7. (b) For contractors who access proprietary technical data or third-party computer software, confidentiality obligations are governed by 227.7103-7(b) using clause 252.227-7025 in accordance with the provisions of 227.7103-6(c) and 227.7203-6(d). Under this clause, contractors for government support may be required to enter into non-disclosure agreements directly with the third party asserting restrictions on technical data with limited rights, commercial technical data or computer software with limited rights. The customer is not obliged to obtain copies of these agreements or to ensure that they are properly executed. 2.
The Department of Defence has removed the requirement that the contractor provide copies of all non-disclosure agreements (NDAs) signed with owners of proprietary information at the client`s request for government assistance (see 209.505-4, 252.227-7013(b)(3)(iv)(E), 252.227-7014(b)(3)(iii)(E), 252.227-7015(b)(3)(v), 252.227-7018(b)(8)(v), 252.227-7025(b)(b)(1)(ii)(E) and 252.227-7025(b)(ii)(E)). This is not a legal requirement, and the benefit to the government of collecting these copies is outweighed by the administrative burden. (i) The Contractor may use, modify, reproduce, publish, perform or display technical data or computer software obtained from the Government with specially negotiated license legends solely under the License. Such data or software may not be disclosed or disclosed to any other person unless permitted by the license, and prior to their publication or disclosure, the intended recipient has entered into the non-disclosure agreement at 227.7103-7. The Contractor shall amend paragraph (1) (c) of the Non-Disclosure Agreement to reflect the recipient`s obligations with respect to the use, modification, reproduction, dissemination, performance, display and disclosure of the Data or Software. (4) The Recipient may enter into an agreement directly with the Contractor regarding the use, modification, duplication, dissemination, performance, display or disclosure of such data. Comment: Two respondents noted that, in the definitions of “restricted rights” and “restricted rights”, the affected government assistance contractor is authorized to disclose the protected information to an “authorized person” in connection with the performance of the government assistance contract of the affected contractor (see DFARS 252.227-7013 (a) (14) (i) (B) (1), 252-227-7014 (a) (15) (vii) and 252,227-7018 (a) (15) (i) (B) (1)). Respondents suggested defining the term “authorized person” as “limiting the Right of the Support Contractor to disclosure or disclosure – within the Support Contractor`s organization and only for the performance of the Support Contract” or “only for the government, the Contractor who owns the Proprietary Data, or the parties whose Support Contractor has confirmed that they have entered into a non-disclosure agreement. license, subcontract or any other agreement that authorizes the owner parties to make such disclosure. (a) Use, modify, reproduce, broadcast, perform, display or disclose any data marked with special governmental rights or legends of the SBIR Data Act solely for governmental purposes and not for commercial purposes.