ACKNOWLEDGEMENT OF NON-DISCLOSURE
I am aware that my involvement in Commercial Smallsat Data Acquisition (CSDA) Program may result in access to proprietary information or other commercial data that is not available to the public. I acknowledge my understanding and NASA’s responsibilities as outlined in the Terms and Condition and/or EULA regarding this proprietary information. I understand that NASA considers proprietary information/commercial data to be Controlled Unclassified Information (CUI) and that, consequently, proprietary information must be safeguarded. I understand that any proprietary information under my control must be used and protected in accordance the Terms and Condition and/or EULA as well as all applicable laws, regulations, and NASA policy. I will not divulge, publish, or reveal by word, conduct, or any other means such information/commercial data to any unauthorized person. I understand that use of the proprietary information/commercial DATA is limited to Scientific use for or on behalf of the United States Government and only the United States Government may transfer or otherwise disclose the proprietary information/commercial Data to its related entities acting for or on its behalf.
DIGITALGLOBE
II.2.C. TERMS AND CONDITIONS OF USE OF CONTRACTOR DATA PRODUCTS PURCHASED UNDER PRIVATE SECTOR SMALL CONSTELLATION SATELLITE DATA PRODUCT PILOT, BPA#80HQTR18A0025
These terms and conditions govern the use of Contractors’ Data Products (see definition of Data Products below) purchased through the above-referenced contract, and supersede any other applicable terms and conditions.
I. DEFINITIONS:
A. COMMERCIAL USE: Any use by the Government of the Data Products not specifically covered by the definition herein of Scientific Use and US Government Purpose Use. Examples of Commercial Use include, but are not limited to:
1. Use of the Data Products for the business needs of any third person or entity, including providing Data Products-related services to any third parties.
2. Use of the Data Products in advertising, marketing or promotional materials or services on behalf of a non-governmental organization for purposes other than US Government Purpose Use.
3. Use of the Data Products in any materials or services for sale, or for which fees or charges are paid or received (e.g. textbook supplement materials, syllabi, course packs) for purposes other than US Government Purpose Use.
4. Use of the Data Products in any books, news publications or journals for purposes other than Scientific Use or US Government Purpose Use.
B. DATA PRODUCTS: Data wholly owned and/or controlled by a Contractor, and delivered or otherwise provided to NASA under this NASA Contract No. 80HQTR18A0025, including, but not limited to, satellite imagery, vector, attribute or other data, or other related documentation, information or content.
C. DERIVATIVE: Any addition, improvement, update, modification, translation, transformation, adaptation or derivative work of or to the Data Products, which is authored, created or developed by or on behalf of the US Government or its Related Entities, including, without limitation, any reformatting of the Data Products into a different format or media from which it is delivered and any addition of data, information or other content to the Data Products.
D. RELATED ENTITY: A contractor, subcontractor, partner, recipient or grantee of the US Government assigned, tasked or contracted with for or on behalf of NASA to perform activities related to the Data Products that is subject to the same or more restrictive terms as expressed herein.
E. SCIENTIFIC USE: Use by NASA or its Related Entities of the Data Products pursuant to a NASA initiated, US Government-funded and/or US Government-peer reviewed investigation established through a NASA Research Announcement or similar public notice of opportunity, and performed for the purpose of conducting experiments, evaluation, research, and/or development, including basic and applied research under the NASA Applied Sciences Program. Scientific Use is not intended for the development of commercial products or services and does not include activities funded or sponsored by non governmental organizations or activities outside of NASA
F. US GOVERNMENT PURPOSE USE: Use of the DATA by the US Government limited to NASA internal use and NASA’s related entities in support of NASA’s SCIENTIFIC USE. US Government Purpose Use does not include others to use the Data Products for Commercial Use. Data may be reproduced and used by NASA and related entities with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture nor disclosed outside of NASA.
II. DATA PRODUCTS OWNERSHIP AND USAGE RIGHTS
A. The Data Products are and will remain the exclusive property of the Contractor delivering the Data Products to the NASA under Contract No. 80HATR18A0025.
B. NASA and its Related Entities shall:
1. Use the particular data set of the Data Products only for Scientific Use.
2. Maintain the Data Products in confidence under reasonable protective conditions, subject to the exceptions specifically listed herein. Accordingly, Related Entities are allowed to share the Data Products with their employees, contractors and students who are assigned a specific task that requires access to the Data Products so long as suitable protective measures have been taken and subject to the same terms and conditions herein.
3. Be entitled to create Derivatives subject to the following terms and conditions:
a. Derivatives may be made available to appropriate communities for Scientific Use only with the written permission of the contractor.
b. Derivatives may not be used by the US Government or Related Entities for Commercial Use.
c. NASA and Related Entities may store, share and use Derivatives under reasonable protective conditions, subject to Contractor’s underlying intellectual property rights.
d. All Data Products and Derivatives, as appropriate, shall contain a copyright notice similar to what follows:
i. For Data Products: “© {Contractor} {Year} All Rights Reserved”
ii. For Derivatives: “Includes copyrighted material of {Contractor} All Right Reserved”; and
iii. A joint copyright notice may be used as appropriate.
e. NASA and its related Entities shall not publish the Data Products or derivatives or disclose the Data Products to any third party without the express written permission of the contractor.
III. MISCELLANEOUS PROVISIONS
A. The parties will comply with all applicable laws, rules and regulations, including, but not limited to, export control regulations.
B. The use of Contractors’ Data Products by NASA and Related Entities does not, in any manner, constitute an endorsement by NASA of Data Products.
C. Except for the limited license rights as herein defined, these terms and conditions do not constitute the grant of a license under copyright, patent, patent application or other intellectual property.
D. These terms and conditions shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with United States federal law.
E. These terms and conditions constitute the entire agreement between the parties with respect to the use of Data Products by NASA and Related Entities. No
amendment or modification to these terms and conditions is valid without a writing that is signed by both parties.
F. If any provision of these terms and conditions is invalid, illegal or unenforceable, that provision will be deemed to be stricken from these terms and conditions and the remainder will continue in effect and be valid and enforceable to the fullest extent of the law.
G. Reservation of Rights. Except usage rights expressly provided herein, contractor retains all rights, title, and interest, including all intellectual property rights and all other Digital Globe intellectual property. All rights not expressly granted herein are hereby reserved.
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ACKNOWLEDGEMENT OF NON-DISCLOSURE
I am aware that my involvement in Commercial Smallsat Data Acquisition (CSDA) Program may result in access to proprietary information or other commercial data that is not available to the public. I acknowledge my understanding and NASA’s responsibilities as outlined in the Terms and Condition and/or EULA regarding this proprietary information. I understand that NASA considers proprietary information/commercial data to be Controlled Unclassified Information (CUI) and that, consequently, proprietary information must be safeguarded. I understand that any proprietary information under my control must be used and protected in accordance the Terms and Condition and/or EULA as well as all applicable laws, regulations, and NASA policy. I will not divulge, publish, or reveal by word, conduct, or any other means such information/commercial data to any unauthorized person. I understand that use of the proprietary information/commercial DATA is limited to Scientific use for or on behalf of the United States Government and only the United States Government may transfer or otherwise disclose the proprietary information/commercial Data to its related entities acting for or on its behalf.
ATTACHMENT E: SCIENTIFIC USE END USER LICENSE AGREEMENT FOR TELEDYNE DESIS DATA
This END USER LICENSE AGREEMENT ("EULA") governs the use of hyperspectral data from Teledyne’s DESIS instrument, including, without limitation, satellite imagery, vector, attribute or other data, or other related documentation, information or content first produced by the DESIS instrument (collectively, the “DESIS Data”) and delivered by Teledyne Brown Engineering, Inc. (“Teledyne”) to NASA pursuant to the Cooperative Agreement:
OWNERSHIP OF DESIS DATA:
The DESIS Data are and will remain the exclusive property of Teledyne and its suppliers. This EULA does not grant NASA title to the DESIS Data or any copies of the same.
LICENSE TO DESIS DATA:
Teledyne considers such DESIS Data to embody trade secrets or to comprise commercial or financial information which is privileged or confidential, and such DESIS Data will be identified by Teledyne with a suitable notice or legend identifying its use restrictions, any copyright notice required by paragraph 4 of this section, and its date of development. The DESIS Data will be maintained in confidence and subject to the licensing restrictions described herein for a period of two (2) years after development of such data (hereinafter the “Period of Restriction”) and may be disclosed and used by the U.S. Government and Related Entities (under suitable protective conditions) only for Scientific Use by or on behalf of the U.S. Government during that Period of Restriction. Notwithstanding the above, NASA shall not be restricted in, nor incur any liability for, the disclosure and use of such Data not identified by Teledyne with a suitable notice or legend as set forth herein. After the Period of Restriction expires, such DESIS Data may be used by the U.S. Government and its Related Entities for any purpose.
During the Period of Restriction, this license allows the U.S. Government and its Related Entities to create Derivatives of the DESIS Data as explained in further detail below.
1. Derivatives may be made available to the scientific community during the Period of Restriction through publication in appropriate journals or other established channels of public dissemination as soon as practicable and consistent with good scientific practice. Courtesy copies of upcoming reports or publications by Related Entities shall be furnished to NASA and Teledyne for informational purposes only. When possible, Related Entities should make reasonable efforts to provide these courtesy copies prior to publication.
2. Derivatives are not allowed for Commercial Use by NASA or Related Entities during the Period of Restriction.
3. NASA and Related Entities will retain rights to any Derivatives developed through the use of DESIS Data, and may store, distribute and use Derivatives (under suitable protective conditions) for U.S. Government Purposes during the Period of Restriction and for any purpose thereafter.
4. All DESIS Data and Derivatives, as appropriate, must contain the following copyright notice conspicuously displayed: “© Teledyne Brown Engineering, Inc. All Rights Reserved” for the DESIS Data, and “Includes copyrighted material of Teledyne Brown Engineering, Inc., All Rights Reserved” for Derivatives. If requested, a joint citation may be used to acknowledge the investigating institution or NASA. Subject to compliance with the licensing restrictions contained herein, Related Entities are allowed to share DESIS Data with their employees, contractors, and students who are assigned to a specific project that requires access to the DESIS Data under suitable protective conditions, such as having a policy in place to ensure such recipients of privileged or confidential information are advised of the appropriate procedures for handling of such information and treatment of restricted intellectual property needed for compliance with the terms of this EULA.
Consistent with the relevant portions of section 14 CFR 1274.905 of the Cooperative Agreement NNJ12GA21A between NASA and Teledyne, Teledyne has certain enumerated rights to reproduce, distribute, and prepare derivative works of copyrighted Derivatives in the event such copyrighted Derivatives are exchanged or furnished to Teledyne for the performance of work under such Cooperative Agreement.
DEFINITIONS:
Commercial Use: A Commercial Use as used herein means any use not specifically authorized as part of Scientific Use during the Period of Restriction, including but not limited to:
1. Use of the DESIS Data for the business needs of any third person or entity, including without limitation, providing any services to any third parties;
2. Use in advertising, marketing and promotional materials and services on behalf of a customer, client, employer, employee or other non-governmental organization for purposes other than U.S. Government Purposes;
3. Use in any materials or services for sale or for which fees or charges are paid or received (e.g., textbook supplemental materials, books, syllabi, course packs) for purposes other than U.S. Government Purposes; and
4. Use in any books, news publication or journal for purposes other than U.S. Government Purposes.
Related Entity: As used in this EULA, Related Entity means a contractor, subcontractor, recipient, or grantee of NASA or the U.S. Government which is assigned, tasked, or contracted with to perform activities related to or using the DESIS Data during the Period of Restriction.
Derivative: As used herein, a Derivative means any addition, improvement, update, modification, translation, transformation, adaptation or derivative work of or to the DESIS Data, authored, created or developed by or on behalf of the U.S. Government or its Related Entities, including, without limitation, any reformatting of the DESIS Data into a different format or media from which it is delivered and any addition of data, information or other content to the DESIS Data.
Scientific Use: For purposes of the Period of Restriction, Scientific Use means internal use by the U.S. Government, or a U.S. Government-initiated, U.S. Government-funded and/or U.S. Government-peer reviewed investigation, established through a NASA Research Announcement (NRA) or similar public notice of opportunity, and performed for the purpose of conducting experiments, evaluation, research, and/or development, including applied research under the NASA Applied Sciences Program. Scientific Use is not intended for the development of commercial products or services and is exclusive of activities sponsored by non-governmental organizations, regardless of for-profit or not-for-profit status. Except as preapproved by Teledyne on a case-by-case basis, Scientific Use does not include Commercial Use.
U.S. Government Purpose: As used herein, U.S. Government Purpose means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, sales or transfers by the United States Government to foreign governments or international organizations, and agreements pursuant to other transactional authority, including 51 U.S.C.
§ 20113. U.S. Government Purpose includes competitive procurement, but does not include the right to have or permit others to use DESIS Data for Commercial Use.
DATA FIRST PRODUCED BY NASA:
Notwithstanding the foregoing provisions, any data first produced by or originating from NASA or the U.S. Government (“NASA Data”) that is incorporated or aggregated into DESIS Data (including, but not limited to GPS data) shall retain its character, and the U.S. Government will have unlimited rights in such NASA Data.
DISCLAIMER:
ALL DESIS DATA IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY TELEDYNE, INCLUDING, WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TELEDYNE DOES NOT WARRANT THAT THE DESIS DATA WILL BE ACCURATE, CURRENT OR COMPLETE, THAT THE DESIS DATA WILL MEET NEEDS OR EXPECTATIONS OF NASA AND/OR RELATED ENTITIES, OR THAT THE OPERATION OF THE DESIS DATA WILL BE ERROR FREE OR UNINTERRUPTED. SPATIAL, SPECTRAL, AND TEMPORAL ACCURACY CANNOT BE GUARANTEED. TELEDYNE RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY CERTAIN IMAGE CHARACTERISTICS OF THE DESIS DATA INCLUDING, BUT NOT LIMITED TO, WATERMARKING AND DIMENSIONS. LIMITATION OF LIABILITY: IN NO EVENT WILL TELEDYNE OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING FROM, OR RELATING TO, THIS END USER LICENSE AGREEMENT OR THE DESIS DATA, EVEN IF TELEDYNE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXPORT CONTROL:
The Parties will comply with all applicable laws, rules and regulations, including but not limited to export control regulations.
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