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OPERATIONAL

AREA ACCESS AGREEMENT FOR LIMITED ESCORTED ACCESS TO FACILITIES

This is an Operational Area Access Agreement by and between General Dynamics Information Technology, with its principal offices located at 3211 Jermantown Road, Fairfax, VA (hereinafter referred to as GDIT), and ________________ (hereinafter referred to as Visitors") in anticipation of granting escorted access to Visitors to one or more of GDITs facilities. GDIT desires to provide escorted access to the Visitors executing this agreement for a period of one year from the date of original execution of this document. Visitors will be responsible for abiding by the terms of this non-disclosure agreement. This Agreement sets forth the terms and conditions which will govern the Visitors responsibilities should there be a disclosure of Confidential Information during the site visit. 1. Definitions. For purposes of this Agreement, the following definitions shall apply: a) Confidential Information is information disclosed by GDIT or observed by the Visitors who are party to this agreement in any format: (i) of a technical or conceptual nature consisting of or relating to databases, software systems, products, services, or component parts which are owned or being developed; including, without limitation, the information ascertained from plans, drawings, schematics, models, descriptions of processes, or from an inspection of facilities, computer programs (software), databases, computer hardware components, or other tangible items; (ii) that relates to business plans, marketing plans, or business opportunities; (iii) that relates to finances, business relationships, customers or potential customers, markets, methods or proposed methods of doing business; or (iv) is any other piece of information disclosed by GDIT or observed by the Visitors that is designated as confidential or should be obvious to the receiving party in the context of the disclosure that the information is not to be made publicly known. (v) any PHI or PII that may be observed by the Visitors during the site visit. (vi) Exclusions: Confidential Information does not include information which: (A) is or becomes generally known or available authorized publication or otherwise; (B) is disclosed by the Disclosing Party to third parties without restriction on disclosure and becomes known to the Receiving party through no act in violation of this agreement or law; (C) is disclosed by a third party to the Receiving Party without breach of any obligation to the Disclosing Party; (D) was previously in the possession of the Receiving Party; or (E) is developed independently by the Receiving Party without reference to the Disclosing Party's materials or information. (b) Disclosing Party is GDIT in its capacity as host for the Visitors. Disclosures of a particular piece of information, as described above, appropriately noted and/or marked may be made, or the Visitors may observe confidential or proprietary processes. (c) Receiving Parties are the Visitors executing this NDA who receive Confidential Information from the Disclosing Party or at the site. (d) Permitted Disclosures are those involving Confidential Information made by the Receiving Parties between itself, its Agents, and third parties only under terms no less restrictive than those contained in this agreement. 2. Obligations and Protection of Confidential Information: (a) GDIT agrees to clearly identify, to the extent reasonable, Confidential Information. If the Confidential Information is in writing it shall be labeled or identified to the Visitors as Confidential Information prior to, or at the time of disclosure. Such labeling will not be necessary if the nature of the information and/or context of the disclosure is such that a reasonable person would understand that the nature of the information is Confidential and is intended to be protected by this agreement. (b) The Visitors executing this agreement and receiving Confidential Information, shall use reasonable means, not less than those used to protect their Confidential Information of a similar nature, to safeguard and keep from non-authorized disclosure the information disclosed. (c) The Visitors, shall not, without prior written consent of GDIT, reveal the Confidential Information in any manner, in whole or in part, or use HCSD-SEC-FORM-1.1C Rev. 04/17/2013

the Confidential Information in any manner. (d) The Visitors shall not perform or permit any reverse engineering, decompilation, or any other attempt to decipher or reveal software or computer programs, in object code, source code or otherwise. (e) The Visitors agree to promptly return to GDIT or destroy, at any time upon the request of GDIT, all written materials containing or reflecting any Confidential Information (including all copies or reproductions) and agree to destroy all documents, memoranda, notes and other writings whatsoever (including all copies, extracts or other reproductions) prepared by Visitors based on that information. If so requested by GDIT, Visitors agree to provide written confirmation to GDIT of their compliance with the terms of this Section. It is understood and agreed that the obligations of this Agreement will survive any return or destruction of the Confidential Information. 3. Permitted Disclosures: (a) Disclosure to Third Parties: In the event that Visitors become legally compelled to disclose any of the Confidential Information, the Visitors will promptly notify GDIT and to the extent possible, provide reasonable cooperation to GDIT in connection with GDITs efforts to lawfully avoid or limit disclosure and preserve the confidential nature of the Confidential Information in such circumstances. (b) All other disclosures to entities not a party to this Agreement are forbidden, except where specifically authorized in writing in advance of the disclosure by the Visitors. 4. Warranty: GDIT makes no warranty or representation as to the accuracy or completeness of any Confidential Information provided to the Visitors hereunder. Neither party shall knowingly provide any false or misleading information to the other. 5. Remedies: The parties acknowledge and agree that the unauthorized disclosure of GDITs Confidential Information may cause irreparable harm and significant injury to GDIT which may be difficult to ascertain. Accordingly, (a) Visitors agree that GDIT shall have the right to immediate injunctive relief resulting from material breaches of this Agreement. (b) where appropriate and determined by a Court of Law, monetary or other specific damages may result from breach of this Agreement; and (c) the Parties consent to the application of the laws of the state of Virginia for the interpretation of rights, duties, and obligations required under this Agreement, without regard to Conflicts of Law provision. 6. General: (a) This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all earlier oral or written agreements. (b) Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion. (c) This Agreement will be binding upon the parties and their respective successors and assigns. However, neither party may assign this Agreement to any other party without prior written consent of the counter-signed party to this Agreement. (d) This Agreement may not be modified, except in writing by authorized representatives of both parties. 7. Term: The term of this Agreement is one (1) year from the latest date shown below in the execution blocks, unless terminated sooner in writing by either party. The obligations to protect Confidential information survive the termination or expiration of this Agreement for a period of three (3) years from the date the Confidential Information was disclosed. 8. Limited Access: Access to the facilities will be limited to only those areas designated by GDIT , the common aisles directly associated with those designated areas to and from the exit, the restrooms and the break/cafeteria area. These facilities have many programs operating that require that we maintain secure access. Visitors discovered in areas other than the designated areas may be required immediately to leave the building and return the access badge. 10. Operational Area Access Agreement: The Visitors executing this agreement below shall present this executed Operational Area Access Agreement upon request by GDIT Security or GDIT Management personnel. Each Visitor must have an executed copy of this document and be cognizant of the content of this agreement and abide by the requirements defined herein. IN WITNESS WHEREOF, the parties have executed this Operational Area Access Agreement for Limited escorted access to GDIT Facilities.

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Confidential Operational Area Access Agreement

VISITOR By:_____________________________________________ Printed Name:____________________________________ Title:____________________________________________ Date:___________________________________________ GENERAL DYNAMICS INFORMATION TECHNOLOGY By:_____________________________________________ Printed Name: _____________________ Title: __________________________ Date: ___________________________________________

Additional Staff Member Signature(s) and printed name(s)

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Confidential Operational Area Access Agreement

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