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Record · Sept. 17, 2019

FBI non-disclosure agreement with a technology vendor, Sept. 2019

A non-disclosure agreement between a technology company and the FBI, filed in Epstein's death investigation, protecting proprietary and law-enforcement-sensitive information.Machine-written summary

90A-NY-3151227 Serial 121

FD-1036 (Rev. 10-16-2009)

UNCLASSIFIED

FEDERAL BUREAU OF INVESTIGATION

Import Form

Form Type: FD-361 - Non-Disclosure Form

Date: 09/18/2019

Title: (U) NDA with SigNet Technologies Inc

Approved By: SSA

Drafted By:

Case ID #: 90A-NY-3151227

(U) UNSUB(S);

JEFFREY EPSTEIN - VICTIM;

DEATH INVESTIGATION

Synopsis: (U) To document a signed NDA with SigNet Technologies Inc

UNCLASSIFIED

EFTA00131225

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into this 17th day of September, 2019, between SigNet Technologies, Inc., having offices located at Beltsville, MD 20705 (hereinafter called “Company”), and the United States Government, Department of Justice, Federal Bureau of Investigation (hereinafter the “FBI”), having offices located at the Engineering Research Facility, Quantico, Virginia, 22135.

WHEREAS, Company and the FBI possess certain information specified on Exhibits A and B hereto, which is not available to the public, which Company and the FBI desire to protect against disclosure or competitive use; and

WHEREAS, in order to facilitate discussions and analyses between Company and the FBI, certain confidential and proprietary, technical, financial, business, and law enforcement sensitive information may be disclosed by the FBI or Company,

NOW, THEREFORE, the parties agree to the following:

A. DEFINITIONS

  1. The term “Information,” as used in this Agreement, means business or law enforcement data, including but not limited to all specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs or documentation and all other technical and financial data.

  2. “Proprietary Information” is defined as information which is in the possession of Company, is not generally available to the public, and which Company desires to protect against unrestricted disclosure or competitive use. Proprietary Information includes, but is not limited to, the information specified in Exhibit B of this agreement.

  3. “Law Enforcement Sensitive Information” is defined as information which is in the possession of the FBI, is not available to the public, and which the FBI desires to protect against unrestricted disclosure. It is information that, if disclosed, could harm or otherwise impede investigative activities, investigative techniques, or other activities of the FBI. Law Enforcement Sensitive Information includes, but is not limited to, the information specified in Exhibit A of this agreement.

B. INFORMATION MARKING

September 17, 2019

1

EFTA00131226

  1. All information which is disclosed by Company to the FBI and which is to be protected hereunder as Proprietary Information of Company shall:

a) if in writing or other tangible form, be conspicuously labeled as Proprietary, Confidential or the like at the time of delivery and contain this statement: “Not to be disclosed or used outside the FBI except with written approval from Company”;

b) if oral, be identified as Proprietary Information at the time of disclosure and, if subsequently reduced to writing by either party, the writing shall be labeled as indicated in section B(1)(a) above.

Company shall have the right to correct any inadvertent failure to designate information as Proprietary Information by written notification to the FBI. After receiving said notification, the FBI shall from that time forward treat such information as Proprietary Information and shall protect such Proprietary Information.

  1. All information which is disclosed by the FBI to Company and which is to be protected hereunder as Law Enforcement Sensitive Information shall:

a) if in writing or other tangible form, be conspicuously labeled as Law Enforcement Sensitive or the like at the time of delivery and contain this statement: “This information includes data that should not be disclosed outside Company without written approval from the FBI”;

b) if oral, be identified as Law Enforcement Sensitive Information at the time of disclosure and, if subsequently reduced to writing by either party, the writing shall be labeled as indicated in section B(2)(a) above.

The FBI shall have the right to correct any inadvertent failure to designate information as Law Enforcement Sensitive by written notification to Company. After receiving said notification, Company shall from that time forward treat such information as Law Enforcement Sensitive Information and shall protect such Law Enforcement Sensitive Information.

C. INFORMATION DISCLOSURE AND RESTRICTIONS

  1. All disclosures of Proprietary or Law Enforcement Sensitive Information between the parties pursuant to this Agreement shall be made by or under the supervision of the Designated Coordinator for each party. Such Coordinators are identified in section G.

2. Subject to the provisions of section C(3) with respect to any Proprietary

September 17, 2019

2

EFTA00131227

Information provided hereunder, the FBI shall treat such information in the following manner:

a) restrict disclosure of Proprietary Information to only those FBI employees and other Federal employees who have a need to know the information and who have indicated their agreement to be bound by the obligations of this Agreement as evidenced by their signature on the form attached hereto as Exhibit C;

b) restrict disclosure of Proprietary Information to only its agents, advisors, consultants, contractors and/or subcontractors who have a need to know the information and who have indicated their agreement to be bound by the obligations of this Agreement as evidenced by their signature on the form attached hereto as Exhibit C;

c) contest disclosure to any third party pursuant to any Freedom of Information Act request for disclosure of Company Proprietary Information and notify Company in writing of any such request.

  1. The obligations imposed upon the FBI herein shall not apply, whether or not designated as Proprietary Information, to:

a) information rightfully received from a third party without restriction and without breach of this Agreement;

b) information independently developed by the FBI without use of Company Proprietary Information;

c) information disclosed without similar restrictions to a third party by Company;

d) information approved in writing by Company for disclosure;

e) information required to be disclosed by the FBI pursuant to statute, regulation, or a valid order of a court; provided, however, the FBI shall have first given notice to Company and made an effort to obtain a protective order.

  1. Subject to the provisions of section C(5) with respect to any Law Enforcement Sensitive Information provided hereunder, Company shall treat such information in the following manner:

a) restrict disclosure of Law Enforcement Sensitive Information to only those Company employees who have a need to know the information and who have indicated their agreement to be bound by the obligations of this Agreement as evidenced by their signature on the form attached hereto as Exhibit C;

b) restrict disclosure of Law Enforcement Sensitive Information to only its agents,

September 17, 2019

3

EFTA00131228

advisors, consultants, contractors and/or subcontractors who have a need to know the information and who have indicated their agreement to be bound by the obligations of this Agreement as evidenced by their signature on the form attached hereto as Exhibit C;

c) advise all Company employees and non-Company employees who have access to the Law Enforcement Sensitive Information of the obligation to protect Law Enforcement Sensitive Information provided hereunder and, as mentioned in sections C(4)(a) and C(4)(b) above, obtain the agreement of all Company and non-Company employees to be so bound as evidenced by their signature on the form attached hereto as Exhibit C;

d) use the Law Enforcement Sensitive Information provided hereunder only for purposes directly related purpose of the information exchange;

  1. The obligations imposed upon Company herein shall not apply to information whether or not designated as Law Enforcement Sensitive Information, which is:

a) rightfully received from a third party without restriction and without breach of this Agreement;

b) independently developed by Company without use of Law Enforcement Sensitive Information;

c) disclosed without similar restrictions to a third party by the FBI;

d) approved in writing by the FBI for disclosure by Company;

e) required to be disclosed by Company pursuant to statute, regulation, or a valid order of a court; provided, however, Company shall have first given notice to the FBI and made an effort to obtain a protective order.

D. INFORMATION OWNERSHIP RIGHTS

  1. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license in any Proprietary Information disclosed to the FBI or in any Law Enforcement Sensitive Information disclosed to Company. All Proprietary Information shall remain the property of Company and shall be returned by the FBI to Company upon written request. Likewise, all Law Enforcement Sensitive Information shall remain the property of the FBI and shall be returned by Company to the FBI upon written request. If the parties hereto decide to enter into any licensing arrangement regarding any Proprietary Information or present

September 17, 2019

4

EFTA00131229

or future patent claims disclosed hereunder, it shall be done only on the basis of a separate written agreement between them. No disclosure to the FBI of any Proprietary Information hereunder shall be construed to be a public disclosure of such Proprietary Information by Company for any purpose whatsoever. No disclosure to Company of any Law Enforcement Sensitive Information hereunder shall be construed to be a public disclosure of such Law Enforcement Sensitive Information by the FBI for any purpose whatsoever.

E. NO FURTHER OBLIGATIONS

  1. The furnishing of any Proprietary or Law Enforcement Sensitive Information hereunder shall not obligate Company or the FBI to enter into any further agreement or negotiation or to refrain from entering into an agreement or negotiation with any other party, provided that an agreement with any other party complies with this non-disclosure Agreement.

F. UNAUTHORIZED DISCLOSURE

  1. In the event the FBI discloses, disseminates, or releases any Proprietary Information received from Company, except as provided in this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and Company may demand prompt return of all Proprietary Information previously provided to the FBI. The provisions of this paragraph apply in addition to any other legal rights or remedies the parties may have under Federal law.

  2. In the event Company discloses, disseminates, or releases any Law Enforcement Sensitive Information received from the FBI, except as provided in this Agreement, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the FBI may demand prompt return of all Law Enforcement Sensitive Information previously provided to Company. The provisions of this paragraph apply in addition to any other legal rights or remedies the parties may have under Federal law.

G. DESIGNATED COORDINATORS

  1. The Designated Coordinators for the parties are:

For Company: Bill Keller, Justin Houston, Steve Smith

September 17, 2019

5

EFTA00131230

Each party may change its Designated Coordinator at any time during the term of this Agreement by notifying the Designated Coordinator for the other party in writing.

H. ENTIRE AGREEMENT, MODIFICATION, DURATION, AND TERMINATION

  1. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a writing signed by both parties.

  2. This Agreement shall be effective from 09/18, 2019 through 09/18, 2020, unless amended, in writing, by mutual written agreement of the parties. Notwithstanding the above, the provisions concerning non-disclosure of Proprietary and Law Enforcement Sensitive Information received under this Agreement shall survive expiration of the term of this Agreement.

  3. Upon the request of Company or after the term of this Agreement, whichever is sooner, the FBI shall cease use of all Proprietary Information received from Company and shall destroy all such information, including copies thereof, and shall furnish Company with written certification of destruction, or, upon Company’s request, shall return such information to Company.

  4. Upon the request of the FBI or after the term of this Agreement, whichever is sooner, Company shall cease use of all Law Enforcement Sensitive Information received from the FBI and shall destroy all such information, including copies thereof, and shall furnish the FBI with written certification of destruction, or, upon the FBI’s request, shall return such information to the FBI.

  5. Information may have been disclosed by Company to the FBI prior to the effective date of this Agreement pursuant to the terms of a prior non-disclosure or similar agreement between the parties and the disclosure of said information was restricted (whether termed Confidential Information, Proprietary Information, or a similar term) under such agreement. Said information shall retain that status and shall be treated as Proprietary Information by the FBI under the terms of this Agreement without further action on the part of Company.

  6. Information may have been disclosed by the FBI to Company prior to the effective date of this Agreement pursuant to the terms of a prior non-disclosure or similar agreement between the parties and the disclosure of said information was restricted (whether termed Law Enforcement Sensitive Information, Law Enforcement Sensitive Information, or a similar term) under such agreement. Said information shall retain that status and shall be treated by Company as Law Enforcement Sensitive Information under the terms of this Agreement without further action on the part of the FBI.

September 17, 2019

6

EFTA00131231

I. GOVERNING LAW

  1. This Agreement shall be governed by Federal law.

J. INVESTIGATIONS AND CONGRESSIONAL REQUESTS

  1. Nothing in this Agreement shall prevent the FBI from using information received under this Agreement to pursue an investigation, or respond to a Congressional request or subpoena.

K. HEADINGS

  1. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

Company

Printed Name:

Scott Strange

Signature:

Title:

Senior In-House Counsel

Date:

September 17, 2019

September 17, 2019

7

EFTA00131232

Federal Bureau of Investigation

Printed Name:

Signature:

Title:

Date:

Law Enforcement Sensitive Information

“Law Enforcement Sensitive Information” is information that, if disclosed, could reveal aspects of, harm, or otherwise impede investigative activities or investigative techniques. “Law Enforcement Sensitive Information” includes, but is not limited to, the following:

Information that, if disclosed, could harm or otherwise impede investigative activities, investigative techniques, or other activities of the FBI.

EXHIBIT B

CONFIDENTIAL AND PROPRIETARY INFORMATION

“Proprietary Information” includes but is not limited to the following XXXX:

List information that is considered Proprietary

Software

Manuals

Logs

Techniques

Passwords

Diagrams

September 17, 2019

8

EFTA00131233

EXHIBIT C

ACKNOWLEDGMENT OF NON-DISCLOSURE OBLIGATIONS

I have read the Non-Disclosure Agreement dated 4/17, 2019, between Company and the Federal Bureau of Investigation (ACompany-FBI Agreement). I shall be bound by the terms and conditions of the Company-FBI Agreement, and I will not reveal any information disclosed to me pursuant to it except as provided for in the Company-FBI Agreement.

Justin Houston

Name

Title

Signet Technologies Organization

9-18-19

Date

September 17, 2019

9

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