Common use of Handling of Background, Third Party Proprietary, and Controlled Government Data Clause in Contracts

Handling of Background, Third Party Proprietary, and Controlled Government Data. 1. NASA or Partner (as Disclosing Party) may provide the other Party or its Related Entities (as Receiving Party): a. Proprietary Data developed at Disclosing Party’s expense outside of this Agreement (referred to as Background Data); b. Proprietary Data of third parties that Disclosing Party has agreed to protect or is required to protect under the Trade Secrets Act (18 U.S.C. § 1905) (referred to as Third Party Proprietary Data); and c. U.S. Government Data, including software and related Data, Disclosing Party intends to control (referred to as Controlled Government Data). 2. All Background, Third Party Proprietary and Controlled Government Data provided by Disclosing Party to Receiving Party shall be marked by Disclosing Party with a restrictive notice and protected by Receiving Party in accordance with the Terms and Conditions applicable to “Data Rights.” 3. NASA software and related Data will be provided to Partner under a separate Software Usage Agreement (SUA). Partner shall use and protect the related Data in accordance with the Terms and Conditions applicable to “Data Rights.” Unless the SUA authorizes retention, or Partner enters into a license under 37 C.F.R. Part 404, the related Data shall be disposed of as NASA directs. 4. For Data with a restrictive notice and Data identified in this Agreement, Receiving Party shall: a. use, disclose, or reproduce the Data only as necessary under this Agreement; b. safeguard the Data from unauthorized use and disclosure; c. allow access to the Data only to its employees and any Related Entity requiring access under this Agreement; d. except as otherwise indicated in 4.c., preclude disclosure outside Receiving Party’s organization; e. notify its employees with access about their obligations under this Article and ensure their compliance, and notify any Related Entity with access about their obligations under this Article; and f. dispose of the Data as Disclosing Party directs.