What security clearance levels exist and how do NDAs address them?

The three primary clearance levels are Confidential, Secret, and Top Secret, with additional compartmented access (SCI, SAP). NDAs must specify the maximum classification level of information that may be disclosed and verify the recipient holds appropriate clearances.

What is the SF-312 and how does it relate to contractor NDAs?

Standard Form 312 (Classified Information Nondisclosure Agreement) is required for all persons granted access to classified information. Contractor NDAs supplement but do not replace SF-312 obligations. The NDA may impose additional restrictions beyond SF-312 requirements.

Can NDA obligations survive after a security clearance is terminated?

Yes. Confidentiality obligations for classified information never expire. Even after clearance termination, individuals remain bound by their SF-312 and cannot disclose classified information. Contractor NDAs should explicitly state that obligations survive clearance termination.

What facility clearance requirements apply to NDAs?

Under NISPOM (32 CFR Part 117), a company must have a Facility Clearance (FCL) at or above the level of classified information it will access. NDAs should verify FCL status and prohibit disclosure to facilities without appropriate FCLs.

Cleared Personnel NDA | Security Clearance Agreements

🔒 Classification Levels

TOP SECRET

Highest level of classification

Damage if disclosed:
Exceptionally grave damage to national security

SECRET

Mid-level classification

Damage if disclosed:
Serious damage to national security

CONFIDENTIAL

Lowest level of classification

Damage if disclosed:
Damage to national security

NDAs cannot grant access to classified information. Access requires: (1) appropriate clearance level, (2) need-to-know, and (3) signed SF-312.

📝 Understanding SF-312 Requirements

Standard Form 312 (Classified Information Nondisclosure Agreement) is the government-mandated agreement for all individuals granted access to classified information. Key requirements include:

Acknowledgment that classified information is U.S. Government property
Agreement never to disclose classified information to unauthorized persons
Recognition that obligations are binding for life
Consent to prepublication review requirements
Acknowledgment of criminal penalties for violations

Contractor NDAs supplement, but do not replace, SF-312 obligations.

Important Note

Your NDA should require verification that all individuals with access have a current, valid SF-312 on file with the appropriate government agency. Do not assume SF-312 execution based on clearance status alone.

🔎 Need-to-Know Requirements

Even with appropriate clearance, access to classified information requires a demonstrated need-to-know. Your NDA should verify:

✓

Recipient has a legitimate business purpose for access

✓

Access is limited to the minimum necessary for the purpose

✓

Original classification authority has approved access

✓

Access is documented in appropriate security records

Key Provisions for Cleared Personnel NDAs

🔐

Clearance Verification

Required

Requires verification of active security clearance at the appropriate level before disclosure.

Prior to disclosure of any classified information, Disclosing Party shall verify through the Defense Counterintelligence and Security Agency (DCSA) or appropriate sponsoring agency that Receiving Party and all individuals who will access such information hold valid security clearances at or above the level of [SECRET/TOP SECRET] and have a demonstrated need-to-know.

🏢

Facility Clearance Requirements

Required

Verifies that the receiving organization has appropriate facility clearance and storage capability.

Receiving Party certifies that it holds a valid Facility Clearance (FCL) at the [SECRET/TOP SECRET] level, assigned CAGE Code [_____], and maintains storage capability authorized for classified material at the level of information to be disclosed. Receiving Party shall not remove classified information from approved facilities without prior written authorization.

📄

Marking and Handling

Required

Requires proper marking and handling consistent with classification level and applicable security guidelines.

Receiving Party shall handle, mark, store, and transmit all classified information in accordance with the National Industrial Security Program Operating Manual (NISPOM), 32 C.F.R. Part 117, and any applicable Security Classification Guides (SCGs). Receiving Party shall maintain proper markings on all classified materials, including portion markings, classification level, and control markings.

🚨

Security Incident Reporting

Required

Mandates immediate reporting of any security incidents or potential compromises.

Receiving Party shall immediately report (within 24 hours) any actual or suspected compromise, unauthorized disclosure, loss, or improper handling of classified information to: (i) Disclosing Party's Facility Security Officer; (ii) the cognizant DCSA Industrial Security Representative; and (iii) any other authorities required by applicable regulations. Failure to report security incidents may result in termination of this Agreement and referral to appropriate authorities.

🕐

Post-Clearance Obligations

Required

Addresses continuing obligations after clearance termination or expiration.

Receiving Party acknowledges that obligations regarding classified information do not expire upon termination of security clearance, employment, or this Agreement. All individuals who accessed classified information shall: (i) return or destroy all classified materials upon request; (ii) continue to protect classified information indefinitely; (iii) comply with prepublication review requirements; and (iv) report any unauthorized disclosure attempts.

Facility Clearance (FCL) Requirements

Under NISPOM (32 CFR Part 117), organizations must hold appropriate facility clearances to receive classified information.

FCL Level	Can Access	Storage Authorized
CONFIDENTIAL	Confidential information only	Approved container or area
SECRET	Secret and below	GSA-approved container
TOP SECRET	All classification levels	GSA-approved container, additional controls
TS/SCI	SCI and all lower levels	SCIF required

Verify FCL status through the NISS (National Industrial Security System) before disclosing any classified information.

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⚖️ Critical: Security Specialist Review Required

NDAs involving classified information require review by your Facility Security Officer (FSO) and may require approval from your cognizant security authority. This template supplements but does not replace required government forms (SF-312, etc.). Improper handling of classified information can result in criminal prosecution and loss of clearances. Request a consultation.