Non-Disclosure Agreement Policy

Process Owner

Senior Corporate Vice President, Contracts

Purpose

This document establishes guidelines for providing, exchanging, and protecting proprietary and financial information when conducting commerce with individuals or organizations outside of GovC.

Definitions

Party - Either an individual, company, organization or legal entity.

Financial information - Fiscal information of any kind including, but not limited to, pricing, rate schedules, cost estimates, and invoices, whether with or without an appropriate legend, marking stamp, or other clear and conspicuous written designation that identifies information as proprietary.

Proprietary information Any information that is:

• Disclosed by one party to the other or overheard by either party in the normal conduct of business, whether oral, written or in other permanent form, or by inspection of tangible products including software and hardware. Concepts in any format or medium that the disclosing party considers confidential including, but not limited to, financial information, contractual information, performance data, sales data, technical data, marketing information, operating information, business pricing polices, programs, data systems, inventions, ideas, discoveries, and/or other such work products.

• Prominently declared or identified as proprietary, and in the event such information is in writing or in other permanent form, by using an appropriate legend, marking stamp, or other clear and conspicuous written identification that clearly indicates that the information being provided is the disclosing party’s proprietary information.

Designated purpose - Description of Nondisclosure Agreement (NDA) purpose.

Policy

Any GovC employee who anticipates that proprietary or financial information will either be exchanged with or provided to another individual, company, organization or legal entity outside of GovC, shall ensure that an NDA exists between the parties. before and data or information is provided or exchanged.

Responsibilities

1. All GovC employees must protect Company proprietary information and ensure that appropriate safeguards such as NDAs are in place before providing or exchanging proprietary information.

2. The Contracts organization will ensure that Business Units protect proprietary information in accordance with each NDA.

Procedures

Employee

1. Request to exchange proprietary or financial information.

a. When you anticipate exchanging proprietary information either between GovC and another party or from GovC to another party (one-way exchange), notify your cognizant Contracts office with a request to enter into an NDA.

b. Include in your e-mail request data such as the designated purpose (refer to Definitions), company address, proprietary information coordinator, etc. Refer to Attachment 2 for a list of data necessary to complete the NDA.

c. Conduct any modifications, discussions, or negotiations regarding the NDA with the GovC Contracts Representative.

Contracts Representative

2. Complete and submit the NDA.

a. Complete the appropriate NDA Form CO 101 (A or B) and send the completed NDA to the other party’s representative for execution.

b. Conduct any modifications, discussions, or negotiations regarding the NDA with the cognizant GovC employee.

3. Execute, disseminate, and archive the NDA.

a. After final negotiations of the NDA terms and conditions, ensure that the NDA is implemented by a duly authorized GovC representative.

b. Distribute and archive the NDA.

c. Verify that the GovC designated coordinator understands all responsibilities associated with the exchange of proprietary information.