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

▇▇▇▇▇▇▇▇ 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.

▇▇▇▇▇▇▇▇ 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 or disclosed 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 Rightsthis Article.” 3. Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data. a. Background Data:  ViviSat business case details and plans  Mission Extension Vehicle (MEV) specifications  Rendezvous and Proximity Operations baselined for MEV mission b. Third Party Proprietary Data:  Robotic servicing and space logistics services customer information c. Controlled Government Data:  None d. 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.” this Article. 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.:  COPERNICUS TRAJECTORY DESIGN AND OPTIMIZATION 4. For Data with a restrictive notice and Data identified in this Agreement, Receiving Party shall: a. useUse, disclose, or reproduce the Data only as necessary under this Agreement; b. safeguard Safeguard the Data from unauthorized use and disclosure; c. allow Allow access to the Data only to its employees and any Related Entity requiring access under this Agreement; d. except Except as otherwise indicated in 4.c., preclude disclosure outside Receiving Party’s organization; e. notify 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 Dispose of the Data as Disclosing Party directs; and g. Not to obtain any rights in the Data beyond right to use Data in performance of this Agreement.

▇▇▇▇▇▇▇▇ 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.

▇▇▇▇▇▇▇▇ 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 Rightsthis Article.” 3. Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data. a. Background Data:  None. b. Third Party Proprietary Data:  None. c. Controlled Government Data:  None. d. 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.” this Article. 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:  None. 4. For Data with a restrictive notice and Data identified in this Agreement, Receiving Party shall: a. useUse, disclose, or reproduce the Data only as necessary under this Agreement; b. safeguard Safeguard the Data from unauthorized use and disclosure; c. allow Allow access to the Data only to its employees and any Related Entity requiring access under this Agreement; d. except Except as otherwise indicated in 4.c., preclude disclosure outside Receiving Party’s organization; e. notify 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 Dispose of the Data as Disclosing Party directs.

▇▇▇▇▇▇▇▇ 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);of 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.

▇▇▇▇▇▇▇▇ 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 Rightsthis Article.” 3. Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data. a. Background Data: None b. Third Party Proprietary Data: None c. Controlled Government Data: None d. 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.” this Article. 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.: None 4. For Data with a restrictive notice and Data identified in this Agreement, Receiving Party shall: a. useUse, disclose, or reproduce the Data only as necessary under this Agreement; b. safeguard Safeguard the Data from unauthorized use and disclosure; c. allow Allow access to the Data only to its employees and any Related Entity requiring access under this Agreement; d. except Except as otherwise indicated in 4.c., preclude disclosure outside Receiving Party’s organization; e. notify 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 Dispose of the Data as Disclosing Party directs.