CDP-0006_Rev B

N ON -D ISCLOSURE A GRE EMENT S

R EQUEST IN G , A P PROVAL , I SSUANCE &
M ANAGEM ENT
Controlled Document - printouts, copies or transmittals are Information Only

1. PURPOSE
Policy and Procedures for handling AeroVironment Non-Disclosure Agreement requests,
approvals, issuance and management.

2. SCOPE

Non-Disclosure Agreements for AeroVironment, Inc. (UAS, EES, Corporate)

3. POLICY:
3.1 General Information
This Policy applies to:
1. T
persons other than AV employees; and/or
2. The receipt (direct or indirect) by AV employees of an
Information.

products, business, or activities, including but not limited to financial information; trade
secrets; product research and development; existing and future product designs and
performance specifications; processes; know-how; marketing plans or techniques; and
customer and supplier information; that has been developed by a party and is not available
to the public without restriction from another source.

AV, and information that has been designated by another party as its Proprietary Information
may not be received by any employee of AV, without a fully-executed non-disclosure or
NDA
Contracts Staff
When possible, AV prefers to use its own form of NDA for the purpose of consistency and
predictability.
3.2 Specific NDA Procedures
3.2.1 NDA Request

Information to, or receive Proprietary Information from, any person or entity (other
than a Government Employee or U.S. Military Personnel [1])
shall, no less than five (5) business days prior to the planned disclosure:
i. Initiate an NDA request by completing and submitting -
located on
AVConnect at the following Link :
https://avconnectapps.avinc.com/NDADataSheet.NET/NDADataSheet
.aspx .
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AeroVironment, Inc. Proprietary Information
 CDP-0006_Rev B

N ON -D ISCLOSURE A GRE EMENT S

R EQUEST IN G , A P PROVAL , I SSUANCE &
M ANAGEM ENT
Controlled Document - printouts, copies or transmittals are Information Only

ii. If the NDA Originator intends to disclose ITAR-controlled Technical Data [2],
ensure that the NDA Counterparty understands the commitment it must make
with respect to control of Munitions List controlled Technical Data, and the
criminal penalty for failure to do so, and ensure that the Counterparty
underst of compliance

(Consult with AV Trade Compliance personnel if necessary)

All NDA Data Sheets must be reviewed and approved b
immediate director- Approving Manager
3.3 Issuance of the executed NDA
Only Contracts Department Staff is authorized to negotiate and execute or authorize the
execution of NDAs on behalf of AV. If AV Proprietary Information will be disclosed under the
NDA, Contracts Staff must secure the following prior to NDA issuance:
i. Approval of the appropriate Approving Manager; and
ii. The Contracts Staff is solely responsible for the negotiation of NDA terms with the
Counterparty.
3.4 NDA Management and Record-Keeping Responsibilities of the NDA Originator
The NDA Originator is responsible for reading and understanding all terms of each NDA
issued pursuant to his or her request, including the confidentiality, record-keeping, and
termination provisions. All AeroVironment NDA Originators shall undergo mandatory
annual training in NDA Issuance and Management.
The NDA Originator is responsible for fulfilling all obligations of AV imposed by each NDA
issued pursuant to his or her request, including the following:
i. Ensuring that all hard copy AV Proprietary Information provided under the NDA is

ii. Ensuring that all AV Proprietary Information communicated orally or visually, if any, is
confirmed as confidential in writing to other party to the NDA within the required time

In addition, the NDA Originator must fulfill the following record-keeping obliga NDA
File
i. Create and maintain a list describing all documents containing Proprietary Information
of AV provided to the other party to the NDA, if any;
ii. Maintain a file of all Proprietary Information provided to AV by the other party to the
NDA, if any. If any written or electronic Proprietary Information is distributed to persons
within AV other than the NDA Originator, maintain a record of what information was
provided, when and to whom.

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AeroVironment, Inc. Proprietary Information
 CDP-0006_Rev B

N ON -D ISCLOSURE A GRE EMENT S

R EQUEST IN G , A P PROVAL , I SSUANCE &
M ANAGEM ENT
Controlled Document - printouts, copies or transmittals are Information Only

iii. Maintain a file that includes all written (including electronic) correspondence between
AV and the other party to the NDA regarding the provision or receipt of Proprietary
Information.
3.5 Responsibilities of the Approving Manager
h they
are the responsible approval authority, are maintaining their NDA files as required by this

Manager is responsible to account for the NDA records which were under their accountability.
3.6 NDA Training Requirements
i. New employees NDA Training shall be provided during AV New Employee
Orientation.
ii. Annual Refresher Training - All AeroVironment NDA Originators and Approving
Managers shall undergo mandatory annual training in NDA Issuance and
Management.
3.7 Termination of NDA Relationship
If an NDA Originator determines that AV no longer desires or is required to disclose or receive
information under an existing NDA, the NDA Originator shall immediately inform a member of
the Contracts Staff in writing to terminate the NDA. Contracts Staff will then work with the
NDA Originator to determine whether a demand ietary Information
is warranted and timely under the circumstances. Similarly, the Contracts Staff will inform the
appropriate NDA Originator in writing when a Non-Disclosure Agreement expires by its terms.
Upon the request of a disclosing party, or expiration or termination of the NDA, parties
receiving proprietary information are generally required to destroy (and certify) or return such
information to its owner. The NDA Originator shall be responsible for fulfilling all such
requirements under the NDA. This should be accomplished by formal written correspondence,
including written requests for return or destruction of information, information transmittal
letters, and destruction confirmation letters.
Upon the request of a disclosing party, or expiration or termination of the NDA, the NDA
Originator must confirm to the Contracts Staff, in writing, no later than thirty (30) days following
such request, expiration or termination, that all Proprietary Information of either party has
been properly returned or destroyed as required by the Non-Disclosure Agreement and
provide the Contracts Staff with a complete NDA File to the extent such records have not
been returned or destroyed under the terms of the NDA. The NDA File will in all cases need
to include copies communications between AV and the other party confirming return and/or

4. NDA PROCESS SUMMARY FOR NDA ORIGINATORS

1. Initiate an NDA Request by completing and submitting an NDA Data Sheet (via
AVConnect) no less than five (5) business days prior to the anticipated date of disclosure,
or in advance of a renewal of an expiring NDA, or if an amendment is required to cover
additional scope, effort or platforms.
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AeroVironment, Inc. Proprietary Information
 CDP-0006_Rev B

N ON -D ISCLOSURE A GRE EMENT S

R EQUEST IN G , A P PROVAL , I SSUANCE &
M ANAGEM ENT
Controlled Document - printouts, copies or transmittals are Information Only

2. If AV Proprietary Information to be disclosed is ITAR-controlled, discuss the obligations

for properly handling ITAR controlled technical data with the potential receiving party
(Consult with AV Trade Compliance personnel if necessary);
3. Upon issuance of a completed NDA, ensure your understanding of all terms and maintain
a copy for reference.
4. Maintain complete records of information provided to and received from third parties;
5. Inform Contracts Staff in writing
any NDA;
6. Upon termination of any NDA, return third party proprietary information and confirm
return of AV Proprietary Information by third parties;
7. Confirm compliance with NDA termination obligations with Contracts staff in writing
within 30 days of termination;
8. Provide Contracts Staff with complete file of communications related to Non-
Disclosure Agreement.

5. NDA CONTRACTS STAFF:

Corporate/UAS/EES/PosiCharge
Carole Blake (900 EW x 1352)
Mike Williams (Huntsville x 3306)
David Will (900 EW x 1842)

[1] An NDA is not required when disclosing Proprietary Information to government employees or U.S. military
personnel. Government Employees are covered by the Trade Secrets Act at 18 USC 1905. This Statute provides
for loss of employment and jail time for disclosing proprietary information of another party. However, when you
attend meetings with military personnel and there are government consultants or other non-government
employees present you must insist that they either sign a nondisclosure agreement or leave the meeting since
they, as private citizens, are not subject to the Trade Secrets Act.
[2] Technical Data is defined as data required for the design, development, manufacture, assembly, operation,
repair, testing, maintenance or modification of defense articles.

6. AUTHORITY AND RESPONSIBILITY

Process Owner: Contracts
Process Participants: Contracts

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AeroVironment, Inc. Proprietary Information