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									                                              SCM-FRM-106.0.1

                                   NON-DISCLOSURE AGREEMENT


         This Non-Disclosure Agreement (hereinafter, the “Agreement”) is entered into as of this ______ day of
________, 20__ , by and between General Dynamics Armament and Technical Products, Inc. (“GDATP”) and
Recipient. GDATP and Recipient shall be collectively referenced as the “Parties,” and separately referenced as a
“Party.”

        WHEREAS, it may be necessary or desirable for GDATP to disclose to Recipient certain Confidential
Information (as defined below in Section I) in connection with GDATP's business and procurement activities; and
whereas, GDATP is willing to do so, but only under the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, the
Parties agree as follows:

I.       DISCLOSURE OF CONFIDENTIAL INFORMATION.
         GDATP may deliver to Recipient certain Confidential Information, which shall be defined as follows: any
data and/or information and/or items of hardware that are proprietary and/or confidential to GDATP and that
GDATP either owns, controls or has the right to possess. At the time GDATP discloses such Confidential
Information to Recipient in writing, electronically, or in other tangible form, GDATP shall identify the Confidential
Information item with an appropriate legend, stamp, label or other marking indicating its confidential nature. In the
event that GDATP discloses Confidential Information to the Recipient orally or visually, GDATP shall,
contemporaneously with making such a disclosure, identify the disclosed Confidential Information as proprietary or
confidential, and shall deliver to the Recipient, within thirty (30) days following such a disclosure, a written
summary of the Confidential Information, marked confidential or proprietary.

II.      PROTECTION AND PERMITTED USE OF CONFIDENTIAL INFORMATION.
         A. Recipient shall protect any Confidential Information received hereunder from disclosure or
dissemination to any person other than to its employees (contract labor employees shall be regarded as employees,
provided they are covered by a separate non-disclosure agreement, as below), directors, agents or advisors, but in
each case only to the extent such individuals have a “need-to-know” the Confidential Information for the purposes
of conducting business with GDATP which may involve a U.S. Government program (hereinafter, “Program”).
Recipient shall be responsible for the compliance of its employees, directors, agents or advisors with the terms and
conditions of this Agreement (and in the case of contract labor employees, shall ensure execution of a non-
disclosure agreement by the employee with terms and conditions at least as restrictive as those herein). Recipient
shall only make as many copies of Confidential Information as are necessary to carry out the purposes of the
procurement and/or Program. Recipient shall immediately give notice to GD of any unauthorized use or disclosure
of any Confidential Information and agrees to assist GD in remedying any such disclosure.
.

         B. The above provision prohibiting disclosure of Confidential Information to third parties notwithstanding,
Recipient is permitted to incorporate Confidential Information in a proposal, report, or other submission to the U.S.
Government under the same Program involved with Recipient’s procurement for GDATP, provided however that
the data disclosed to the U.S. Government is disclosed in accordance with the restrictive conditions set forth in this
Agreement (including Section II.C below) and in accordance with FAR 52.215-1(e).

          C. Confidential Information exchanged under this Agreement may contain technical data that is
categorized on either (i) the United States Munitions List and, as such, subject to the International Traffic in Arms
Regulations (ITAR, 22 CFR 120-130), (ii) the Commerce Control List and, as such, subject to the Export
Administration Regulations (EAR, 15 CFR 730-799). Accordingly, the Recipient shall not transfer such data
directly or indirectly to any third person or firm, country or countries unless in compliance with all applicable laws
and regulations and having obtained specific written authorization from GDATP in advance to effect such a transfer.
In addition, technical data that is controlled by the ITAR or the EAR may not be given to foreign persons (including


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SCM-FRM-106.0.1 Non-Disclosure Agreement 4/2009
foreign corporations) by a U.S. person unless and until the U.S. person has obtained the appropriate export license
and/or approvals from the U.S. Government.

          D. Notwithstanding anything to the contrary herein, this Agreement shall not apply to any Confidential
Information if such information either: (1) was, at the time of its disclosure under this Agreement, or at any time
thereafter, a matter of public knowledge; or (2) was known to Recipient prior to its disclosure by GDATP under this
Agreement; or (3) was independently developed by Recipient; or (4) was lawfully received by the Recipient from a
third party having the right to furnish such data or other information to the Recipient without restriction.

III.      LEGALLY REQUIRED DISCLOSURE.
          If the Recipient becomes legally compelled pursuant to a judicial or governmental order to disclose any
Confidential Information obtained under this Agreement, the Recipient shall provide GDATP with prompt notice
thereof. In the event that GDATP does not obtain a protective order or other remedy, or if GDATP waives
compliance with the provisions of this Agreement, the Recipient shall disclose only that Confidential Information
that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment
shall be accorded the Confidential Information so disclosed. In the event that GDATP elects to contest such
disclosure order, the Recipient shall cooperate with GDATP, provided however that the Recipient shall not be
required to incur any expense in connection with GDATP’s challenge to the disclosure order.

IV.      POINT OF CONTACT / NOTICES.
         A. Points of contact for any Notices to be delivered hereunder are set forth in Schedule A attached hereto.

          B. Either Party may change its point of contact hereunder at any time by prior written notice to the other
Party. Notices hereunder shall be considered to be effective upon receipt if sent by registered or certified mail
(return receipt requested), or via Federal Express (or other comparable overnight service), or via facsimile or e-mail
(with confirmation of transmission mailed to receiving Party) to the contacts set forth in Schedule A.

V.       TERMINATION.
         Either Party may terminate this Agreement by giving thirty (30) days prior written notice to the other Party.
Unless sooner terminated, this Agreement shall automatically terminate five (5) years from the effective date hereof.
Recipient’s obligation to protect previously received Confidential Information shall survive any termination of this
Agreement. Upon termination of this Agreement, Recipient shall, at the option of GDATP, either return to GDATP
or destroy all Confidential Information subject to this Agreement. Furthermore, Recipient shall, upon request,
provide GDATP with a certificate confirming such destruction.

VI.       CHOICE OF LAW/ DISPUTES.
          This Agreement shall be governed by and interpreted in accordance with the laws of the State of New
York, without regard to its choice of law provisions. Any dispute arising out of or in connection with this
Agreement that the Parties are unable to resolve after bona fide negotiation and effort at compromise shall be
referred to and finally resolved by arbitration, under the Rules of the American Arbitration Association then in
effect. Such Rules are hereby deemed incorporated into this Agreement. The place of arbitration shall be
Washington, D.C. Equitable remedies shall be available in any arbitration. Punitive damages shall not be awarded,
except if GDATP Confidential Information is released in a manner that violates the terms of this Agreement.
Judgment upon any arbitration award may be entered in any court of competent jurisdiction. Recipient
acknowledges the inadequacy of remedies at law for any breach by it of the terms of this Agreement and further
acknowledges that damages resulting from such a breach are not readily susceptible to being measured in monetary
terms. Accordingly, in the event of a breach or threatened breach by Recipient of the terms of this Agreement, the
Parties’ above-stated arbitration obligation notwithstanding, GDATP shall be entitled to immediate injunctive relief
and may obtain a temporary order restraining any threatened or further breach.

VII.      MISCELLANEOUS
          A. This Agreement provides only for the transmission, handling, and protection of Confidential
Information and shall not be construed as a teaming, joint venture, or other such arrangement. This Agreement shall
not be construed to create an obligation to enter into any other contract between or among the Parties, nor shall it
result in any claim for reimbursement of costs for efforts expended by either Party.



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SCM-FRM-106.0.1 Non-Disclosure Agreement 4/2009
         B. No representations or warranties are offered of any nature whatsoever, express or implied, concerning
the accuracy, suitability, or usefulness of the Confidential Information disclosed.

         C. No licenses or licensing rights for any present or future data, drawings, plans, ideas or methods
disclosed under this Agreement are granted—neither are any licenses or licensing rights granted for any invention or
patent now or hereafter controlled by either Party—through the execution and delivery of this Agreement nor
through the disclosure of Confidential Information hereunder, and nothing in this Agreement shall be construed
either expressly, impliedly, by estoppel, or otherwise as making any such grant.

         D. This Agreement comprises the entire understanding of the Parties with respect to Confidential
Information disclosed hereunder and supersedes all previous and contemporaneous oral and written agreements, if
any, concerning such Confidential Information. Any amendment or modification to this Agreement must be in
writing and signed by both Parties.

        E. This Agreement shall be executed by the duly authorized representative of the respective Party affixing
           his/her signature below, in counterparts, each counterpart deemed an original. Each Party may deliver
           its counterpart signature via facsimile, which faxed signature shall be deemed to an original.

        IN WITNESS WHEREOF, each of the undersigned does execute this Agreement as of the last date
        indicated below:


         General Dynamics Armament and Technical
                        Products                                       Recipient:

        Signature: ___________________________
                                                                       Signature:___________________________
        Name:      ___________________________
                                                                       Name:     ____________________________
        Title:     ___________________________
                                                                       Title:    ____________________________
        Date:       __________________________
                                                                       Date:     ____________________________




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SCM-FRM-106.0.1 Non-Disclosure Agreement 4/2009
                                               SCHEDULE A
                                        Points of Contact for Notices

       For GDATP:                                              For Recipient:

       Name:                                                   Name:

       Company:        General Dynamics Armament and           Company:
                       Technical Products

       Telephone:                                              Telephone:
       Facsimile:                                              Facsimile:
       Email:                                                  Email:




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SCM-FRM-106.0.1 Non-Disclosure Agreement 4/2009

								
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