DD Form 441 Department of Defense Security Agreement

OMB No. 0704-0194
OMB approval expires
20221031

DEPARTMENT OF DEFENSE SECURITY AGREEMENT

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SECURITY OFFICE.
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This DEPARTMENT OF DEFENSE SECURITY AGREEMENT (hereinafter called the Agreement), entered into this
,

day of

by and between THE UNITED STATES OF AMERICA through the Defense Counterintelligence and

Security Agency acting for the Department of Defense and other governmental User Agencies (hereinafter called the Government), and
(hereinafter called the Contractor), which is:
(1) A

organized and existing under the laws of the state of

.

(Enter type of business entity, e.g., Corporation, Limited Liability Company, etc.)
(2) a partnership consisting of
(3) an individual trading as
with its principal office and place of business at (Street, City, State and ZIP Code)

WITNESSETH THAT:
WHEREAS, the Government has in the past purchased or may
in the future purchase from the Contractor supplies or services,
which are required and necessary to the national security of the
United States; or may invite bids or request quotations on
proposed contracts for the purchase of supplies or services, which
are required and necessary to the national security of the United
States; and
WHEREAS, it is essential that certain security measures be
taken by the Contractor prior to and after being accorded access
to classified information; and
WHEREAS, the parties desire to define and set forth the
precautions and specific safeguards to be taken by the Contractor
and the Government in order to preserve and maintain the security
of the United States through the prevention of improper disclosure
of classified information, sabotage, or any other acts detrimental to
the security of the United States;
NOW, THEREFORE, in consideration of the foregoing and of
the mutual promises herein contained, the parties hereto agree as
follows.
Section I - SECURITY CONTROLS
(A) The Contractor agrees to provide and maintain a system of
security controls within the organization in accordance with the
requirements of Part 117 of Title 32 Code of Federal Regulations,
“National
Industrial
Security
Program
Operating
Manual” (hereinafter called “the Rule”) attached hereto and made
a part of this agreement, subject, however, (i) to any revisions of
the Rule required by the demands of national security as
determined by the Government, notice of which shall be furnished
to the Contractor, and (ii) to mutual agreements entered into by
the parties in order to adapt the rule to the Contractor’s business
and necessary procedures thereunder.

DD FORM 441, MARCH 2020

(B) The Government agrees that it shall indicate when
necessary, by security classification (TOP SECRET, SECRET, or
CONFIDENTIAL), the degree of importance to the national
security of information pertaining to supplies, services, and other
matters to be furnished by the Contractor to the Government or by
the Government to the Contractor, and the Government shall give
written notice of such security classification to the Contractor and
of any subsequent changes thereof; provided, however, that
matters requiring security classification will be assigned the least
restricted
security
classification
consistent
with
proper
safeguarding of the matter concerned, since over classification
causes unnecessary operational delays and depreciates the
importance of correctly classified matter. Further, the Government
agrees that when Atomic Energy information is involved it will,
when necessary, indicate by a marking additional to the
classification marking that the information is “RESTRICTED
DATA.” The ‘Department of Defense Contract Security
Classification Specification” (DD Form 254) is the basic document
by which classification, regrading, and declassification
specifications are documented and conveyed to the Contractor.
(C) The Government agrees, on written application, to grant
personnel security clearances to eligible employees of the
Contractor who require access to information classified TOP
SECRET, SECRET, or CONFIDENTAL.
(D) The Contractor agrees to determine that any subcontractor,
sub bidder, individual, or organization proposed for the furnishing
of supplies or services which will involve access to classified
information, has been granted an appropriate facility security
clearance, which is still in effect prior to according access to such
classified information.

PREVIOUS EDITION IS OBSOLETE.

Section II - SECURITY REVIEWS
Designated representatives of the Government responsible for
reviews pertaining to industrial plant security shall have the right to
review, at reasonable intervals, the procedures, methods, and
facilities utilized by the Contractor in complying with the
requirements of the terms and conditions of this Rule. Should the
Government, through its authorized representative, determine that
the Contractor’s security methods, procedures, or facilities do not
comply with such requirements, it shall submit a written report to
the Contractor advising of the deficiencies.
Section III - MODIFICATION
Modification of this Agreement may be made only by written
agreement of the parties hereto. The Rule may be modified in
accordance with Section I of this Agreement.
Section IV - TERMINATION
This Agreement shall remain in effect until terminated through
the giving of 30 days’ written notice to the other party of intention
to terminate; provided, however, notwithstanding any such
termination, the terms and conditions of this Agreement shall
continue in effect so long as the Contractor possesses classified
information.

Section V - PRIOR SECURITY AGREEMENTS
As of the date hereof, this Agreement replaces and succeeds
any and all prior security or secrecy agreements, understandings,
and representations, with respect to the subject matter included
herein, entered into between the Contractor and the Government;
provided, that the term “security or secrecy agreements,
understandings, and representations: shall not include
agreements, understandings, and representations contained in
contracts for the furnishing of supplies or services to the
Government which were previously entered into between the
Contractor and the Government.
Section VI - SECURITY COSTS
This Agreement does not obligate Government funds, and the
Government shall not be liable for any cost or claims of the
Contractor arising out of this Agreement or instructions hereunder.
It is recognized, however, that the parties may provide in other
written contracts for security costs, which may be properly
chargeable thereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above:
THE UNITED STATES OF AMERICA
By
(Signature of Authorized Government Representative)

(Typed Name of Authorized Government Representative)

(Typed Name of Authorized Government Agency)

(Typed Name of Contractor Entering Agreement)
WITNESS
By
(Signature and Date)

(Signature of Authorized Contractor Representative)

(Typed Name of Authorized Contractor Representative)
NOTE: The witness must be a person who personally observed the
Contractor Representative sign this form. The witness cannot be the
same person who signs this form as the Government Representative.
The name of the witness should be typed or printed under the witness'
signature and date.

(Title of Authorized Contractor Representative)

(Contractor Address)

(Contractor Address)
By executing this form, the Contractor Representative certifies that he or she is the
of the business entity identified above, and has the authority to bind the business entity to the terms of this agreement.

DD FORM 441 (BACK), MARCH 2020

PREVIOUS EDITION IS OBSOLETE.

RESET