TMA Non-Disclosure Agreement - Tricare

TMA Non-Disclosure Agreement (NDA)Policy BriefingJanuary 2013

• NDA BackgroundAgenda• Current TMA NDA Policy Overview• Drivers behind the revised NDA policy• Key elements of TRICARE Acquisition Directive (TAD) 03-01,Non-Disclosure Agreement• Key elements of the TMA Source Selection NDA• Key elements of the TMA Contractor NDA• Summary• References and Tools• Questions2

NDA Background• An NDA is a formal agreement in which one party agrees to givesensitive information to a second party, and the second partyagrees not to share that information with anyone else.• It is used as a tool to inform individuals of the trust that is placed inthem by providing them access to proprietary or confidentialinformation.• The NDA also list responsibilities of the individual signing the NDA,and the consequences for not abiding by the listed responsibilities.3

Drivers behind the revised NDA policyKey drivers for this approach to this policy package:• FAR Subpart 3.104, “Procurement Integrity,” precludes individualsfrom releasing source selection information without permission.• 18 U.S.C. 208 prohibits employees from participating in an officialcapacity in any particular matter in which, to his knowledge, he orany person whose interests are imputed to him has a financialinterest, if the particular matter will have a direct and predictableeffect on that interest.• Government Accountability Office - 10-693 stated the need forstronger safeguards for contractors accessing sensitive information4

Current TMA NDA Policy OverviewTMA issued revised policy that includes:• TRICARE Acquisition Directive 03-01establishes policy for the use of NDAs.• TMA PGI 203.104, Safeguards andProcedures• Source Selection NDA - required to besigned by anyone accessing sourceselection information.• Contractor NDA – required to be signedby contractors who will have access toproprietary or confidential information.5

Key elements of TAD 03-01, NDA• Establishes enterprise-wide NDA policy for TMA• Mandates the use of TMA Form 821, “TMA Source Selection Non-Disclosure Agreement,” for all TMA Government and contractorpersonnel to complete and sign the TMA Source Selection Non-Disclosure Agreement prior to obtaining or disclosing sourceselection information.• Mandates the use of TMA Contractor Non-Disclosure Agreement,for all TMA contractor personnel who obtain access to proprietaryor confidential information to complete and sign a TMA ContractorNon-Disclosure Agreement prior to beginning work on the subjectcontract.6

Key elements of the TMA Source Selection NDA• The Contracting Officer shall coordinate with the Source SelectionAuthority to collect all completed and signed TMA Source SelectionNDAs.• Introduces the responsibilities for individuals who have access tosource selection information.• States the laws, acts, and regulations which govern thesafeguarding of source selection information.• Gives instructions on how to proceed if actual or potential conflictsof interest occur as the result of receiving source selectioninformation.• States the consequences of contractors and government personnelwho do not abide by the source selection NDA.7

Key elements of the TMA Contractor NDA• Contracting Officers shall ensure all contractors sign the TMAContractor NDA upon contract award and before beginning anywork on the respective contract• Introduces the responsibilities for contractors who have access tosensitive information.• Defines requirements of handling proprietary, confidential, orsensitive information.• Details what constitutes as sensitive information with regards to theNDA.• States the consequences of contractors who do not abide by theTMA contractor NDA.8

Summary• Protecting and securing proprietary, confidential, and sourceselection information is a priority at TMA.• TMA implemented revised policy governing the use of NDAs onJanuary 10, 2013.• TAD 03-01, TMA source selection NDA, and TMA contractor NDAwere published to provide enterprise-wide policy, guidance, andtemplates.9

NDA References• Federal Acquisition Regulation (FAR) Subpart 2.101,"Definitions"https://www.acquisition.gov/far/current/html/Subpart%202_1.html#wp1145507• FAR Subpart 3.104, "Procurement Integrity"https://www.acquisition.gov/far/current/html/Subpart%203_1.html#wp1139244• TAD 03-01, “Non-Disclosure Agreement,” January 10, 2013http://www.tricare.mil/tma/AMS/acqpolicyproc.aspx• TMA PGI 203.104, “Procedures”, the TMA Source SelectionNDA and the TMA Contractor NDAhttp://www.tricare.mil/tma/AMS/acqpolicyproc.aspx10

Questions• For questions related to NDAs, please contact the TMAAM&S Contract Policy Division:By phone: (303) 676-3507By email: policyweb@tma.osd.mil11