Common use of Handling of Data Clause in Contracts

Handling of Data. 1. In the performance of this Agreement, Participant and any Related Entity of Participant may have access to, be furnished with, or use the following categories of Data: (a) Proprietary Data of third parties that the U.S. Government has agreed to handle under protective arrangements; and/or (b) U.S. Government Data, the use and dissemination of which, the U.S. Government intends to control. 2. Data provided by NASA to Participant under the Agreement: (a) At the time of execution of this Agreement, the Parties agree that the following Proprietary Data of third parties will be provided to the Participant with the express understanding that Participant will use and protect such DATA in accordance with this clause: None (b) At the time of execution of this Agreement, the Parties agree that the following U.S. Government Data will be provided to Participant with the express understanding that Participant will use and protect such U.S. Government Data in accordance with this clause: None (c) At the time of execution of this Agreement, the Parties agree that the following software and related Data will be provided to Participant under a separate Software Usage Agreement with the express understanding that Participant will use and protect such related Data in accordance with this clause. Unless Participant has entered into a license, consistent with 37 C.F.R. Part 404, for software provided under this Agreement, upon completion of activities under this Agreement, such related Data will be disposed of as instructed by NASA: None 3. With respect to such Data specifically identified in this Agreement or specifically marked with a restrictive notice, Participant agrees to: (a) Use, disclose, or reproduce such Data only to the extent necessary to perform the work required under this Agreement; (b) Safeguard such Data from unauthorized use and disclosure; (c) Allow access to such Data only to its employees and any Related Entity that require access for their performance under this Agreement. (d) Except as otherwise indicated in 3(c) above, preclude access and disclosure of such Data outside Participant’s organization; (e) Notify its employees who may require access to such Data about the obligations under this clause and ensure that such employees comply with such obligations, and notify its Related Entity that may require access to such Data about their obligations under this clause; and (f) Return or dispose of such Data, as NASA may direct, when the Data is no longer needed for performance under this Agreement.

Handling of Data. 1. In the performance of this Agreement, Participant and any Related Entity of Participant may have access to, be furnished with, or use the following categories of Data: (a) Proprietary Data of third parties that the U.S. Government has agreed to handle under protective arrangements; and/or (b) U.S. Government Data, the use and dissemination of which, the U.S. Government intends to control. 2. Data provided by NASA to Participant under the Agreement: (a) At the time of execution of this Agreement, the Parties agree that the following Proprietary Data of third parties will be provided to the Participant with the express understanding that Participant will use and protect such DATA in accordance with this clause: None (b) At the time of execution of this Agreement, the Parties agree that the following U.S. Government Data will be provided to Participant with the express understanding that Participant will use and protect such U.S. Government Data in accordance with this clause: None (c) At the time of execution of this Agreement, the Parties agree that the following software and related Data will be provided to Participant under a separate Software Usage Agreement with the express understanding that Participant will use and protect such related Data in accordance with this clause. Unless Participant has entered into a license, consistent with 37 C.F.R. Part 404, for software provided under this Agreement, upon completion of activities under this Agreement, such related Data will be disposed of as instructed by NASA: None 3. With respect to such Data specifically identified in this Agreement or specifically marked with a restrictive notice, Participant agrees to: (a) Use, disclose, or reproduce such Data only to the extent necessary to perform the work required under this Agreement; (b) Safeguard such Data from unauthorized use and disclosure; (c) Allow access to such Data only to its employees and any Related Entity that require access for their performance under this Agreement. (d) Except as otherwise indicated in 3(c3.(c) above, preclude access and disclosure of such Data outside Participant’s organization; (e) Notify its employees who may require access to such Data about the obligations under this clause and ensure that such employees comply with such obligations, and notify its Related Entity that may require access to such Data about their obligations under this clause; and (f) Return or dispose of such Data, as NASA may direct, when the Data is no longer needed for performance under this Agreement.

Handling of Data. 1. (a) In the performance of this Agreement, it is anticipated that Participant and any Related Entity of Participant its contractors and subcontractors may have access to, be furnished withfurnished, or use the following categories of Data:data (which may be technical data, computer software, administrative, management information, or financial, including costs or pricing): (a1) Proprietary Data of third parties that which the U.S. Government has agreed to handle under protective arrangements; and/orand (b2) U.S. Government Datadata, the use and dissemination of which, which the U.S. Government intends to control. 2. Data provided by NASA to Participant under the Agreement: (a) At the time of execution of this Agreement, the Parties agree that the following Proprietary Data of third parties will be provided to the Participant with the express understanding that Participant will use and protect such DATA in accordance with this clause: None (b) At In order to protect the time interests of execution the Government and the owners, licensors and licensees of this Agreementsuch data, the Parties agree that the following U.S. Government Data will be provided to Participant agrees, with the express understanding that Participant will use and protect such U.S. Government Data in accordance with this clause: None (c) At the time of execution of this Agreement, the Parties agree that the following software and related Data will be provided to Participant under a separate Software Usage Agreement with the express understanding that Participant will use and protect such related Data in accordance with this clause. Unless Participant has entered into a license, consistent with 37 C.F.R. Part 404, for software provided under this Agreement, upon completion of activities under this Agreement, such related Data will be disposed of as instructed by NASA: None 3. With respect to any such Data third party or Government data that is either marked with a restricted legend, or specifically identified in this Agreement or specifically marked with a restrictive noticeAgreement, Participant agrees to:to-- (a1) Useuse, disclose, or disclose and reproduce such Data data only to the extent necessary to perform the work required under this Agreement;. (b2) Safeguard such Data from unauthorized use and disclosure; (c) Allow allow access to such Data data only to those of its employees and any Related Entity or contractors that require access for their performance under this Agreement. (d3) Except as otherwise indicated in 3(c) above, preclude access and disclosure of such Data data outside Participant’s 's organization;. (e4) Notify its employees who may require access to such Data about the obligations under this clause and ensure that such employees comply with such obligations, and notify its Related Entity that may require access to such Data about their obligations under this clause; and (f) Return return or dispose of such Datadata, as NASA may direct, when the Data data is no longer needed for performance use, disclosure, and reproduction provisions of this clause. (c) Participant agrees to inform and instruct its employees and contractors of its and their obligations under this Agreementclause and to appropriately bind its employees and contractors contractually to comply with the access, use, disclosure and reproduction provisions of this clause. (d) In the event that data include a legend that Participant deems to be ambiguous or unauthorized, Participant may inform NASA of such condition. Notwithstanding such a legend, as long as such legend provides an indication that a restriction on use or disclosure was intended, Participant shall treat such data pursuant to the requirements of this clause unless otherwise directed, in writing, by NASA. (e) Notwithstanding the above, Participant shall not be restricted in the use, disclosure and reproduction of any data that is or becomes generally available, or in public knowledge without breach of this clause by Participant; is known to, in the possession of, or is developed by Participant independently of any disclosure of, or without reference to, proprietary, restricted, confidential or otherwise protectable data hereunder; is rightfully received by Participant from a third party without restriction; or is required to be produced by Participant pursuant to a court order or other Government action. If Participant believes that any of these events or conditions that remove restriction on the use, disclosure, and reproduction of the data apply, Participant shall promptly notify NASA of such belief prior to acting on such belief, and in any event, shall give notice to NASA prior to an unrestricted use, disclosure, or reproduction of such data.