252.227-7025 Limitations on the Use or

Disclosure of Government-Furnished

Information Marked with Restrictive

Legends.

As prescribed in 227.7103-6(c), 227.7104 (f)(1), or 227.7203-6 (d), use the following clause:

LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED INFORMATION

MARKED WITH RESTRICTIVE LEGENDS (JAN 2023)

(a)(1) For contracts in which the Government will furnish the Contractor with technical data, the

terms "covered Government support contractor," "limited rights," and "Government purpose rights"

are defined in the clause at 252.227-7013 , Rights in Technical Data–Other Than Commercial

Products and Commercial Services.

(2) For contracts in which the Government will furnish the Contractor with computer software or

computer software documentation, the terms "covered Government support contractor,"

"government purpose rights," and "restricted rights" are defined in the clause at 252.227-7014 ,

Rights in Other Than Commercial Computer Software and Other Than Commercial Computer

Software Documentation.

(3) For Small Business Innovation Research program contracts, the terms "covered Government

support contractor," “limited rights,” “restricted rights,” and “SBIR data rights” are defined in the

clause at 252.227-7018 , Rights in Other Than Commercial Technical Data and Computer

Software—Small Business Innovation Research (SBIR) Program.

(b) Technical data or computer software provided to the Contractor as Government-furnished

information (GFI) under this contract may be subject to restrictions on use, modification,

reproduction, release, performance, display, or further disclosure.

(1) GFI marked with limited rights, restricted rights, or SBIR data rights legends.

(i) The Contractor shall use, modify, reproduce, perform, or display technical data received from the

Government with limited rights legends, computer software received with restricted rights legends,

or SBIR technical data or computer software received with SBIR data rights legends (during the

SBIR data protection period) only in the performance of this contract. The Contractor shall not,

without the express written permission of the party whose name appears in the legend, release or

disclose such data or software to any unauthorized person.

(ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to

the additional terms and conditions at paragraph (b)(5) of this clause.

(2) GFI marked with government purpose rights legends. The Contractor shall use technical data or

computer software received from the Government with government purpose rights legends for

government purposes only. The Contractor shall not, without the express written permission of the

party whose name appears in the restrictive legend, use, modify, reproduce, release, perform, or

display such data or software for any commercial purpose or disclose such data or software to a
person other than its subcontractors, suppliers, or prospective subcontractors or suppliers, who

require the data or software to submit offers for, or perform, contracts under this contract. Prior to

disclosing the data or software, the Contractor shall require the persons to whom disclosure will be

made to complete and sign the non-disclosure agreement at 227.7103-7 .

(3) GFI marked with specially negotiated license rights legends.

(i) The Contractor shall use, modify, reproduce, release, perform, or display technical data or

computer software received from the Government with specially negotiated license legends only as

permitted in the license. Such data or software may not be released or disclosed to other persons

unless permitted by the license and, prior to release or disclosure, the intended recipient has

completed the non-disclosure agreement at 227.7103-7 . The Contractor shall modify paragraph

(1)(c) of the non-disclosure agreement to reflect the recipient's obligations regarding use,

modification, reproduction, release, performance, display, and disclosure of the data or software.

(ii) If the Contractor is a covered Government support contractor, the Contractor may also be

subject to some or all of the additional terms and conditions at paragraph (b)(5) of this clause, to the

extent such terms and conditions are required by the specially negotiated license.

(4) GFI technical data marked with commercial restrictive legends.

(i) The Contractor shall use, modify, reproduce, perform, or display technical data that is or pertains

to a commercial product or commercial service and is received from the Government with a

commercial restrictive legend (i.e., marked to indicate that such data are subject to use,

modification, reproduction, release, performance, display, or disclosure restrictions) only in the

performance of this contract. The Contractor shall not, without the express written permission of the

party whose name appears in the legend, use the technical data to manufacture additional quantities

of the commercial products, or release or disclose such data to any unauthorized person.

(ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to

the additional terms and conditions at paragraph (b)(5) of this clause.

(5) Covered Government support contractors. If the Contractor is a covered Government support

contractor receiving technical data or computer software marked with restrictive legends pursuant

to paragraphs (b)(1)(ii), (b)(3)(ii), or (b)(4)(ii), the Contractor further agrees and acknowledges

that—

(i) The technical data or computer software will be accessed and used for the sole purpose of

furnishing independent and impartial advice or technical assistance directly to the Government in

support of the Government’s management and oversight of the program or effort to which such

technical data or computer software relates, as stated in this contract, and shall not be used to

compete for any Government or non-Government contract;

(ii) The Contractor will take all reasonable steps to protect the technical data or computer software

against any unauthorized release or disclosure;

(iii) The Contractor will ensure that the party whose name appears in the legend is notified of the

access or use within thirty (30) days of the Contractor's access or use of such data or software;

(iv) The Contractor will enter into a non-disclosure agreement with the party whose name appears in

the legend, if required to do so by that party, and that any such non-disclosure agreement will

implement the restrictions on the Contractor's use of such data or software as set forth in this

clause. The non-disclosure agreement shall not include any additional terms and conditions unless
mutually agreed to by the parties to the non-disclosure agreement; and

(v) That a breach of these obligations or restrictions may subject the Contractor to—

(A) Criminal, civil, administrative, and contractual actions in law and equity for penalties, damages,

and other appropriate remedies by the United States; and

(B) Civil actions for damages and other appropriate remedies by the party whose name appears in

the legend.

(c) Indemnification and creation of third party beneficiary rights. The Contractor agrees—

(1) To indemnify and hold harmless the Government, its agents, and employees from every claim or

liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to,

the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure

of technical data or computer software received from the Government with restrictive legends by the

Contractor or any person to whom the Contractor has released or disclosed such data or software;

and

(2) That the party whose name appears on the restrictive legend, in addition to any other rights it

may have, is a third party beneficiary who has the right of direct action against the Contractor, or

any person to whom the Contractor has released or disclosed such data or software, for the

unauthorized duplication, release, or disclosure of technical data or computer software subject to

restrictive legends.

(d) The Contractor shall ensure that its employees are subject to use and non-disclosure obligations

consistent with this clause prior to the employees being provided access to or use of any GFI

covered by this clause.

(End of clause)

Parent topic: 252.227 RESERVED