Data Enterprises of the Northwest v. General Services Administration

Data Enterprises of the Northwest (DEN) (plaintiff) entered into a multiple-award schedule (MAS) contract with the General Services Administration (GSA) (defendant) to provide restricted licenses for government agents to use DEN’s ATICTS tool-inventory management software. ATICTS was commercial software developed at DEN’s sole expense. DEN’s contract contained a utilization limitations clause prohibiting the government from (1) using ATICTS for anything other than tool-inventory management; (2) disclosing ATICTS, the ATICTS Workbook, or any ATICTS-associated documentation to third parties. The ATICTS Workbook contained a detailed description of all ATICTS functions and was available only to licensed ATICTS users. All ATICTS materials were marked with a legend stating that the materials were confidential and proprietary information that was not to be reproduced, distributed, or disclosed. The contract also incorporated the Federal Acquisition Regulations’ (FAR) Rights in Data Clause and the Commercial Computer Software Clause. The Naval Systems Support Group (NSSG) used ATICTS to track its tool-inventory and another software, MAXIMO, to track its equipment. MAXIMO was developed by Anteon. To save money and streamline software usage, NSSG decided to develop software that could inventory both tools and equipment. However, instead of independently developing that software, NSSG disclosed DEN’s proprietary information, including the ATICTS software and ATICTS Workbook, to Anteon to incorporate ATICTS’s functionality into Anteon’s software. DEN filed a breach-of-contract claim with GSA, alleging that NSSG’s disclosure of DEN’s proprietary information to Anteon exceeded GSA’s restricted-rights license to ATICTS. GSA denied DEN’s claim, stating that it had unlimited rights to ATICTS under the FAR Rights in Data and Commercial Computer Software clauses in DEN’s contract. DEN appealed to the General Services Board of Contract Appeals (Board).