Common use of ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE Clause in Contracts

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. Performance under this Purchase Order may require that the Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; and safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s). The Seller agrees to: indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer; not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner inconsistent with the spirit and intent of this requirement; not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; and reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part. The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings. The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information. The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. Performance under this Purchase Order may require that the Seller have access a. The SELLER agrees: i. to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, access to, and use of, utilize the proprietary data or software exclusively for information only in connection with the purposes of performance of this contract; ii. to use at least the Work required by this Purchase Order; same degree of care in safeguarding the BUYER’S Proprietary Information as it uses to safeguard its own similar, proprietary information that it does not wish to disclose, provided such degree of care is reasonably calculated to prevent inadvertent disclosure and safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietarythereof; iii. In addition, the agreement shall allow Buyer and Government or their employees the same access to such data or software, as provided to Seller. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s). The Seller agrees to: indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; ; iv. not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer; not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner inconsistent with the spirit and intent of this requirement; not disclose the data or software to any other third party, including, including but not limited to, any joint venturer, affiliate, successor, or assign of the Seller; and SELLER, or other SELLER personnel, except as authorized by the BUYER; v. not to use any portion of this proprietary information for personal gain or to advance or support SELLER's or others' business other than for this purchase order reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part; and vi. to notify BUYER immediately upon discovery of any inadvertent disclosure or unauthorized use of Proprietary Information and to promptly use reasonable efforts to prevent any further inadvertent disclosure or unauthorized use. b. The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer BUYER through any means to which the Seller SELLER has access in the performance of this Purchase Order that contains proprietary or other restrictive markings. . c. The Seller SELLER agrees that it will promptly notify the Buyer BUYER of any attempt by an individual, company, or Buyer BUYER representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer BUYER representative seeking access to such information. . d. The Seller SELLER shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.(a).

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. Performance under this Purchase Order may require that the Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; and safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall allow Buyer and not impose any limitation upon the Government or their its employees the same access with respect to such data nor upon the Buyer or software, as provided to Sellerits employees for use in its performance of the Government contract under which this subcontract is awarded. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s). The Seller agrees to: indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer; not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner inconsistent with the spirit and intent of this requirement; not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; and reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part. The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings. The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information. The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.1. A. Compliance with this requirement is a material requirement of this subcontract.

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE. Performance under this Purchase Order may require that the Seller have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Seller shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, access to, and use of, the proprietary data or software exclusively for the purposes of performance of the Work required by this Purchase Order; and safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall allow Buyer and not impose any limitation upon the Government or their its employees the same access with respect to such data nor upon the Buyer or software, as provided to Sellerits employees for use in its performance of the Government contract under which this subcontract is awarded. A copy of the executed agreement shall be provided to the Buyer. The Buyer may unilaterally modify the Purchase Order to list those third parties with which the Seller has agreement(s). The Seller agrees to: indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; not disclose the data or software to another party or other Seller personnel except as authorized by the Buyer; not engage in any other action, venture, or employment wherein this information will be used, other than under this Purchase Order, in any manner inconsistent with the spirit and intent of this requirement; not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Seller; and reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part. The restrictions on use and disclosure of the data and software described above also apply to such information received from the Buyer through any means to which the Seller has access in the performance of this Purchase Order that contains proprietary or other restrictive markings. The Seller agrees that it will promptly notify the Buyer of any attempt by an individual, company, or Buyer representative not directly involved in the effort to be performed under this Purchase Order to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Buyer representative seeking access to such information. The Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph A.1. Compliance with this requirement is a material requirement of this subcontract.