HBGary Federal GDAIS Request for Proposal FBI IAS ESOC Effort

5.6 ORGANIZATIONAL CONFLICTS OF INTERESTS -GENERAL

(a) The Contractor warrants that, to the best of his/her knowledge and belief, and except as
otherwise set forth in this contract, he does not have any organizational conflict of interest as
defined in paragraph (b) below.

(b) The term "organizational conflict of interest" means a situation where a Contractor has an
interest, either due to its other activities or its relationship with other organizations, which place
it in a position that may be unsatisfactory or unfavorable (1) from the Government's standpoint in
being able to secure impartial, technically sound, objective assistance and advice from the
Contractor, or in securing the advantages of adequate competition in its procurement; or (2) from
industry's standpoint in that unfair competitive advantages may accrue to the Contractor in
question.

(c) The Contractor agrees that, if after award he discovers an organizational conflict of interest
with respect to this contract, he shall make an immediate and full disclosure in writing to the CO
which shall include a description of the action which the Contractor has taken or proposes to take
to avoid, eliminate or neutralize the conflict. The Government may terminate the contract for the
convenience of the Government.

(d) In the event that the Contractor was aware of an organization conflict of interest prior to the
award of this contract and intentionally did not disclose the conflict to the CO, the Government
may terminate the contract at no cost to the Government.

Section (D) Organizational Conflict of Interest Proposal (no page limit)

The Organizational Conflict of Interest (OCI) Factor evaluates the Contractor's proposed plan for
mitigating any and all real or perceived organizational conflicts of interest. The evaluation
criteria are met when the Contractor's OCI Plan describes an acceptable approach to identifying,
avoiding and mitigating organizational conflicts of interest. Since ensuring trust is of paramount
importance, only companies with acceptable Organizational Conflict of Interest (OCl) Mitigation
Plans (for themselves and proposed subcontractors) will be eligible for award.

Every Contractor or sub-Contractor who submits an offer as a Prime Contractor or a member of a

Contractor teaming arrangement shall review and comply with FAR Subpart 9.5. Each of the
items listed below shall be specifically addressed corresponding to the unique numeric
designation.

1. Organization charts showing the company's corporate structure and highlight

elements of the company participating in the contract.
2. Demonstrate how the elements performing the proposed effort will be isolated from the
remainder of the company.
3. Describe how information, whether in hard copy or electronic media, will be stored and
destroyed in order to preclude a transfer of information.
HBGary Federal GDAIS Request for Proposal FBI IAS ESOC Effort

4. Describe how networks and servers will be protected to prevent unauthorized transfer of
information.
5. Describe management reporting chains in sufficient detail to demonstrate that the proposed
effort and decisions related to the effort will be isolated from the remainder of the company.
6. Address how your company will preclude a perception of impaired objectivity by prohibiting
transfers of personnel between contracts.
7. Provide information to indicate if the organizational elements performing the proposed effort
will be geographically or physically separated from the remainder of the company.
8. Describe techniques your company will employ to mitigate the perception that you will favor
your own products or services.
9. Describe the process in which the government will have insight or oversight of key
processes.
10. Describe any situation in which management outside the mitigated organization will have
access to key decisions for which the mitigated organization is responsible.
11. Provide all documents that your employees are required to sign indicating, which
employees are required and how often the requirement is.
12. Describe the process for reassigning personnel, including subcontractors, from one
assignment to another, include restrictions.
13. Describe the process for employees that leave your employment and any control you exercise
over their future employment, particularly as it relates to OCI and non-disclosure.
14. Describe any OCI training your employees are offered and or mandated, along with the
timing (before or after starting work on a government contract) frequency, length and content
of such training.
15. Describe if your company conducts self-audits and if they will be made available to the
government.
16. Describe the proposed process and timeline for submitting, and obtaining the approval by the
CO, of the OCI Mitigation Plans for any and all subcontractors added to the contract post
award that were not included in the OCI Mitigation Plans submitted as part of the
Contractor's proposal.

Each proposal shall specifically address the following:

A. Disclosure of business activities of the Prime Contractor, its affiliates, its team
members and affiliates of its team members ,which create either a conflict of interest
or the appearance of a conflict of interest.
B. Provide evidence of facts and circumstances that may mitigate or address
concerns related to the appearance and/or presence of an OCI.
C. Explain the proposed approach to mitigating the effects of any apparent or actual
conflicts of interest arising out of the business activities disclosed in response to
"A" above.

The Government will treat all submissions as proprietary under 18 U.S.C. '1905 and protect
proposed information accordingly.