LOCKHEED MARTIN PROPRIETARY INFORMATION AGREEMENT .PDF

Lockheed Martin Corporation
Information Systems & Global Solutions (IS&GS)
Defense and Intelligence Solutions
Proprietary Information Agreement
PIA #2014-MWCLM
This Agreement, effective as of the date of last signature of a party hereto, is entered into by and between
Lockheed Martin Corporation (LM), acting by and through Information Systems & Global Solutions –
Defense and Intelligence Solutions having a business office at 700 N. Frederick Avenue, Gaithersburg,
Maryland 20879 and Maricopa County administered by its Human Services Department, Maricopa
Workforce Connections (“COMPANY”) having a business office at 234 N. Central Ave. 3rd Floor,
Phoeinx, AZ 85004 for the purpose of disclosing Proprietary Information necessary to fulfill their
respective obligations in connection with the Goodyear facility out placement support (“Purpose”).
LM and COMPANY agree that the following terms and conditions apply when one of the parties
(Discloser) discloses Proprietary Information to the other (Recipient) under this Agreement. LM and
COMPANY agree that their mutual objective under this Agreement is to provide appropriate protection for
Proprietary Information, while maintaining the ability to conduct their respective business activities.
1. Proprietary Information
Information disclosed hereunder shall be considered "Proprietary Information" and subject to the terms and
conditions of this Agreement if disclosed either: (a) in writing; (b) by delivery of items; (c) by initiation of
access to Proprietary Information such as may be contained in an electronic data repository; or (d) by oral
and/or visual presentation.
All Proprietary Information must be conspicuously marked with the Discloser's restrictive legend, and
Recipient shall not alter or remove legends. If Proprietary Information is disclosed in non-written form,
(a) the Proprietary Information will be identified to the Recipient as proprietary at the time of initial
disclosure and (b) within 14 days thereafter the Discloser will provide the Recipient with written
confirmation of the Proprietary Information disclosed.
Exclusive Points of Contact
Lockheed Martin Corporation Company Name: Maricopa County administered by its
IS&GS – Defense and Intelligence Solutions Human Services Department Maricopa Workforce
Connections
1300 S. Litchfield Rd. Address: 234 N. Central Ave 3rd Floor
Goodyear, AZ 85338 Phoenix, AZ 85004
Attn.: Erica Scott Attn.: Patricia Wallace
WallaceP001@mail.maricopa.gov
erica.scott@lmco.com
Telephone: 703-916-9585 Telephone: 602-506-4146
Fax: 602-506-2375
Notwithstanding the above, Proprietary Information shall not include any information which:
(a) is or becomes available to the Recipient without restriction from another source; or
(b) is or becomes generally available to the public other than by Recipients breach of this Agreement;
or
(c) was already known to the Recipient prior to disclosure of the Proprietary Information without
obligation of confidentiality, as can be substantiated by written documentation; or
(d) is developed by the Recipient completely independent of the access to the Proprietary Information
provided by the Discloser, as can be substantiated by written documentation.
2. Protection of Proprietary Information
For a period of two (2) years after the date of initial disclosure of each element of Proprietary Information,
except as provided herein or otherwise specifically agreed in writing, Recipient agrees to limit disclosure of
Proprietary Information within its own organization to its employees, employees of its parent and
subsidiary firms or another party with the Discloser’s prior written consent who have a need to know to
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Lockheed Martin Corporation
Information Systems & Global Solutions (IS&GS)
Defense and Intelligence Solutions
accomplish the Purpose of this Agreement. The Recipient shall have a written agreement with each such
party sufficient to require that the party treat Proprietary Information in accordance with and no less
restrictive than this Agreement.
The Recipient shall use the same care and discretion as it uses with its own Proprietary Information, but no
less than reasonable care, to avoid disclosure, publication, or dissemination of Proprietary Information. The
Recipient also agrees to secure Proprietary Information in locked files at all times when not in use, and to
segregate Proprietary Information from the material of others. The Recipient shall use Proprietary
Information only in connection with the above-stated Purpose, and for no other reason.
In the event the Discloser provides written authorization to the Recipient to disclose Proprietary
Information to the United States Government in connection with the above-stated Purpose, the Recipient
shall:
(a) Identify the Proprietary Information as belonging to the Discloser, and
(b) Mark the Proprietary Information with appropriate restrictive legends as being subject to 18
U.S.C. Section 1905 (Trade Secrets Act) and 5 U.S.C. Section 552 (Freedom of Information
Act) and as permitted by the United States Government (as set forth in FAR 52.215-1(e) or
DFAR 252.227-7013 and -7014 where applicable), to protect the Discloser’s rights in the
Proprietary Information.
The Recipient may disclose Proprietary Information when required by law or directed by an authorized
representative of the U.S. Government acting within the scope of its authority. In such cases, the Recipient
shall: (a) give the Discloser prompt notice; (b) provides reasonable assistance, at the Discloser’s request
and expense, in contesting such disclosure within the timeframe allotted by the governing rules; (c) identify
the Discloser as the source of the Proprietary Information; and (d) include all restrictive legends in any
released Proprietary Information.
3. Term and Termination
The term of this Agreement shall be one (1) year from the last date of execution written below by the
parties thereafter. Either party may terminate this Agreement by providing thirty (30) days prior written
notice to the other.
Upon termination or expiration, whichever occurs first, Recipient will promptly cease all use of Discloser’s
Proprietary Information. The Recipient shall make a commercially reasonable good faith effort to return all
the Discloser’s Proprietary Information, or shall verify destruction of all Proprietary Information received
under this Agreement to the Discloser. For the avoidance of doubt, anything that is stored on routine back-
up media solely for the purpose of disaster recovery will be subject to destruction in due course, provided
that, employees are precluded from accessing such information in the ordinary course of business prior to
destruction. The Recipient may keep one (1) copy of the Discloser’s Proprietary Information for archival
purposes.
Notwithstanding the foregoing, latent data such as deleted files, and other non-logical data types, such as
memory dumps, swap files, temporary files, printer spool files, and metadata that can only be retrieved by
computer forensics experts and is generally considered inaccessible without the use of specialized tools and
techniques will not be within the requirement for return or destruction of Proprietary Information as set forth by
this provision.
Any obligations which by their nature extend beyond the termination or expiration of this Agreement will
remain in effect until fulfilled, and will apply to the parties’ successors and assigns.
4. No Licenses or Warranties
Neither this Agreement nor any disclosure of Proprietary Information shall be construed, directly or
indirectly or by implication, estoppel or otherwise, to offer or grant to Recipient rights in or license under
any present or future Proprietary Information, patent, copyright or other intellectual property.
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Lockheed Martin Corporation
Information Systems & Global Solutions (IS&GS)
Defense and Intelligence Solutions
THE DISCLOSER PROVIDES PROPRIETARY INFORMATION ON AN "AS IS" BASIS. Nothing in
this Agreement shall be construed as a warranty, representation, assurance, guarantee or inducement with
respect to the content or accuracy of documents and Proprietary Information transmitted or exchanged
under this Agreement. The Discloser will not be liable for any damages arising out of Recipient’s use of
Proprietary Information. Disclosure of Proprietary Information containing business plans is for planning
purposes only. Therefore, use of such information is at the Recipient's own risk.
5. Relationship of Parties
This Agreement in no way obligates either party to disclose Proprietary Information to the other. Except
for those obligations expressly stated herein, no other obligation of any kind is assumed by or implied
against either party by the receipt of Proprietary Information nor shall such receipt constitute a waiver of
any rights either party may have with respect to such disclosed Proprietary Information.
The parties hereto are and shall remain independent contractors. This Agreement shall not constitute, create,
give effect to, or otherwise imply an employment relationship, teaming arrangement, joint venture, pooling
arrangement, partnership, or formal business organization of any kind, nor does this Agreement or the
disclosure or receipt of any Proprietary Information hereunder constitute an offer, acceptance, promise or
obligation by either party to enter into any additional contract, subcontract, amendment, agreement or other
business relationship with the other party. The parties expressly agree that this Agreement is solely for the
purpose of exchanging Proprietary Information, and unless otherwise agreed in writing, each party shall
perform hereunder solely at its own cost and expense.
6. Export Restriction and Indemnification
Each party agrees that it will abide by all export laws, rules and regulations of the United States
Government, including without limitation, the International Traffic in Arms Regulations of the US
Department of State and the Export Control Act of the US Department of Commerce, in connection with
the disclosure, use and export of any Proprietary Information disclosed hereunder. If the Recipient of
export-restricted information improperly discloses such information the Recipient shall indemnify and hold
harmless the Discloser from all directly applicable and reasonably incurred resulting claims, demands,
damages, costs, fines, penalties, attorney’s fees and all other expenses. This provision shall be honored
after the expiration of this Agreement.
7. Security Classification
Any information disclosed hereunder which is subject to a security classification shall be identified as such
by the Discloser at the time of disclosure and shall at all times be handled in accordance with rules
applicable to such classification as directed by the relevant Government authority.
8. General Provisions
(a) Headings. The provisions of this Agreement shall take precedence over and supersede any
heading, legend, or notice inconsistent with this Agreement.
(b) No Transfer or Assignment. This Agreement may not be transferred or assigned by either
party without the express written consent of the other party.
(c) Choice of Law. This Agreement shall be construed in accordance with, and governed by, the
laws and regulations of the state of New York without regard to its conflict of laws
provisions.
(d) Remedies. No claims arising under or relating to this Agreement shall be made by either
party against the other, except for claims relating to any breach or threatened breach of the
obligations of either party hereunder. However, both parties acknowledge that money
damages may not be sufficient remedy for any breach or threatened breach of this Agreement
by either party and that the non-breaching party may seek equitable relief, including
injunction and specific performance, as a remedy for any such breach. Such remedies shall
not be deemed exclusive remedies for breach, but shall be in addition to all other remedies
which may be available at law or equity to the non-breaching party.
(e) Complete Agreement. This Agreement constitutes the entire understanding between the
parties regarding the subject matter hereof and supersedes all other representations,
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Lockheed Martin Corporation
Information Systems & Global Solutions (IS&GS)
Defense and Intelligence Solutions
understandings or communication, whether written or verbal, and may not be modified in
whole or in part except in a writing signed by authorized representatives of both parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
LOCKHEED MARTIN CORPORATION Maricopa County
by: by:
name: Angela Gordillo name:
title: Subcontract Administrator title:
date: 3/24/2014 date:
PIA# 2014-MWCLM Page 4 of 4