THIS NONDISCLOSURE CONTRACT ("Contract") is entered into effective ___________________ ("Effective Date") by and between the following parties ("Parties"):

WHEREAS, the Parties are discussing entering into an Contract for the purpose ["Purpose"] of jointly submitting a proposal seeking an award of [a prime contract/cooperative Contract] ("Contract") pursuant to the [Broad Agency Announcement ("BAA")/Request for Proposals ("RFP")] of the __________________ ("Sponsor") for [name or brief description of program]; and

WHEREAS, the Parties shall exchange proprietary information, data and/or materials (collectively, "Proprietary Information") for the above Purpose.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties agree as follows:

I. Identification and Delivery of Proprietary Information

1. Information exchanged by the Parties shall qualify for protection under this Contract if it is provided in writing or other tangible form and clearly marked or legended as proprietary when disclosed; or, if provided orally, is identified as proprietary at the time of disclosure and is summarized in writing by the disclosing Party ("Disclosing Party") to a receiving Party ("Receiving Party") within two (2) weeks of its disclosure.
2. Information shall not be deemed to have been disclosed in violation of this Contract if it is:
   1. independently developed by a Receiving Party without breach of this Contract;
   2. received by a Receiving Party from another source without restriction;
   3. at the time of disclosure by a Disclosing Party or at the time of disclosure by a Receiving Party, generally available to the public without breach of this Contract;
   4. known by the Receiving Party at the time of disclosure;
   5. furnished to any third party by the Disclosing Party without restriction; or
   6. ordered disclosed by a court of competent jurisdiction or by a government agency pursuant to statute, provided that the Receiving Party shall promptly notify the Disclosing Party of such directive.
3. Information shall be furnished only to the following authorized representatives of the Parties, or to any successor representatives which are designated in writing by a Party:

The Johns Hopkins University Applied Physics Laboratory
Name: __________________
Address: 11100 Johns Hopkins Road
Laurel, MD 20723-6099

[others]

II. Use of Proprietary Information

A Receiving Party shall hold Information received in confidence and:

1. use it only for the above-stated Purpose of jointly responding to the [BAA/RFP]: if any Party or Parties decide, mutually or unilaterally, not to proceed in the above-cited joint effort, such Party or Parties shall not use any Proprietary Information disclosed under this Contract for any other purpose and shall be subject to the obligations contained in Section IV herein;
2. reproduce it only to the extent necessary for purposes of this Contract;
3. restrict its disclosure to such of its employees, resident subcontractor employees, agents and representatives having a need to know ("Personnel") after having advised such Personnel of the obligations imposed by this Contract and having entered into Contracts with said Personnel appropriate to enforce such obligations;
4. take reasonable care to protect it from theft and any use or disclosure not authorized under this Contract, such reasonable care to be not less than the same degree of care employed by the Receiving Party to protect its own proprietary information of like kind and value; and
5. promptly notify the appropriate Disclosing Party, in writing, if the Receiving Party learns of any possible theft, or unauthorized use or disclosure, of Information by its Personnel, former Personnel, or third party; and
6. may disclose it to the Sponsor provided that any Proprietary Information so disclosed is marked with the appropriate restrictive legend in accordance with FAR 52.215-12 or DoD FAR Supplement 52-227-7013, if applicable, or with substantially similar successor provisions.

   To the extent any Proprietary Information is classified by the U.S. Government as "Confidential", "Secret", "Top Secret" or otherwise, Receiving Parties are responsible for complying with all laws and regulations related to the safeguarding of such Information.

   III. Term of Contract

   The period during which Information may be exchanged under this Contract shall commence upon the Effective Date and automatically end upon the earlier of:

   1. execution by all Parties of the [Contract/Contract] pursuant to an Award;
   2. one year from the date of this Contract;
   3. award by the Sponsor of the [Contract/Contract] for which Information was disclosed to an entity other than the Parties to this Contract;
   4. cancellation of the [RFP/BAA] by the Sponsor;
   5. mutual written Contract of the Parties; or
   6. for any individual Party, the date upon which said Party decides to withdraw from the joint bidding effort contemplated in this Contract.

      IV. Obligations Upon Termination

      Obligations imposed pursuant to Section II of this Contract shall survive for a period of three (3) years from the date of termination of this Contract. Proprietary Information disclosed shall remain the property of the Disclosing Party. Upon termination, a Receiving Party shall immediately cease use of Proprietary Information and either return or destroy it, including all copies, as directed by the Disclosing Party. A Disclosing Party may request in writing that a Receiving Party return its Information or certify its destruction in writing.

      V. Remedies

      Remedies available to a Party for breach of this Contract by another Party or Parties are and shall be deemed cumulative and may be exercised separately or concurrently. The exercise of a remedy shall not be an election of such remedy to the exclusion of other remedies available at law or in equity. A Receiving Party shall not be liable for unintentional unauthorized disclosure of Proprietary Information providing the Receiving Party exercises the degree of care required by Section II.

      VI. General Provisions

   1. Entire Contract. This Contract constitutes the entire Contract between the Parties regarding the Proprietary Information and supercedes any discussions or Contracts prior to the execution of this Contract, written or oral, not incorporated herein. Nothing in this Contract shall be deemed to constitute a grant of a license or other rights to any Receiving Party.
   2. Amendment. The terms of this Contract may not be amended except by written Contract of all of the Parties.
   3. Assignment. No Party shall assign or otherwise transfer this Contract or any rights and/or obligations under this Contract without the prior written consent of the other Parties. The obligations of any Party hereunder shall not terminate upon any assignment attempt without such prior written consent.
   4. Waiver. Any delay or failure by any Party to insist upon strict performance of any obligation hereunder or exercise any right or remedy provided hereunder shall not be a waiver of such Party's right to demand strict compliance in the future, irrespective of the length of time for which such delay or failure continues. No term or condition of this Contract shall be waived and no breach excused unless such waiver or excuse of a breach has been put in writing and signed by the Party claimed to have waived or excused. No consent or waiver to or of any right, remedy or breach shall constitute a consent or waiver to or of any other right, remedy or breach in the performance of the same or any other obligation hereunder.
   5. Severability. If any term or condition of this Contract shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Contract shall not be affected thereby, and each remaining term or condition hereof shall be valid and enforced to the fullest extent permitted by law. In the event such determination prevents the accomplishment of the purpose of this Contract, the invalid provision shall be restated to conform with applicable law and to reflect as nearly as possible the original intention of the Parties.
   6. Independent Parties. This Contract shall not constitute, create, give effect to or otherwise imply a joint venture, partnership or business organization of any kind. The Parties are independent Parties and shall not act as agents for any other Party.
   7. Counterparts. This Contract may be executed in counterparts, each of which so executed shall be deemed an original, irrespective of the date of its execution and delivery; and said counterparts together shall constitute one and the same instrument.
   8. Governing Law and Venue. This Contract shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Maryland without reference to the principles of conflict of laws. Suit under this Contract shall only be brought in a court of competent jurisdiction in the State of Maryland.

   IN WITNESS WHEREOF, the Parties hereby execute this Contract as of the Effective Date set forth above.

   The Johns Hopkins University
   Applied Physics Laboratory

   By: _______________________
           [Authorized Signature]

   Name: _______________________

   Title: _______________________

   Date: _______________________
   
   
   

   [Others]