Thursday, January 28, 2021
On December 21, 2020, the Department of Defense (“DoD”) published a final rule in the Federal Register that codifies the National Industrial Security Program Operating Manual (“NISPOM”) in the Code of Federal Regulations (“CFR”) at 32 CFR part 117. The rule will become effective on February 24, 2021, giving contractors six months from the effective date to comply with the changes. Comments on the proposed change are due by February 19, 2021.
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The NISPOM establishes various requirements and standard procedures for the protection of classified information disclosed to or developed by government contractors. It was first published in 1995 as DoD Manual 5220.22, and was intermittently updated through the years including (most recently) via Conforming Change 1 on March 28, 2013, and NISPOM Change 2 on May 21, 2016. In addition to adding the NISPOM to the CFR, the new rule will incorporate the requirements of Security Executive Agent
Purchase Agreement Components, Part 2: Indemnification Provisions, January 8, 2021, Frank Massaro
In an acquisition, particularly an equity acquisition, a buyer must perform extensive due diligence on the target company to understand, as thoroughly as possible, the risks associated with the acquisition. In most cases, however, the buyer cannot fully evaluate or even identify all sources of risk that it will assume post-closing. To address these uncertainties and allocate these potential risks, the buyer and seller negotiate indemnification provisions that set forth the scope of each party’s obligation to reimburse the other party for certain losses associated with the acquisition that may arise following closing.
The Department of Defense (DOD) is adding the National Industrial Security Program Operating Manual (NISPOM) to the Code of Federal Regulations (CFR). According to the final rule.
Highlights
Effective Feb. 24, 2021, the National Industrial Security Program Operating Manual (NISPOM) will be codified in regulation.
The rule implements the National Defense Authorization Act (NDAA) of 2019 provision allowing cleared companies operating under a Special Security Agreement to access proscribed information without a National Interest Determination.
The public has until Feb. 19, 2021, to comment on the final rule, and U.S. cleared entities have until Aug. 24, 2021, to comply with all applicable changes.
In a final rule effective Feb. 24, 2021, the U.S. Department of Defense (DoD) codified the National Industrial Security Program Operating Manual (NISPOM) in Title 32, Part 117 of the Code of Federal Regulations.