PROPOSED EMPLOYMENT CONTRACTS IN CONNECTION WITH (Sanitized) SITUATION

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP84B00890R000400040009-3
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 17
• Document Creation Date: December 15, 2016
• Document Release Date: August 1, 2003
• Sequence Number: 9
• Publication Date: October 5, 1981
• Content Type: MF

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5 OCT 1981
MEMORANDUM FOR: Director of Central Intelligence
THROUGH:
STAT FROM:
Deputy Director of Central Intelligence
SUBJECT: Proposed Employment Contracts in
Connection with 1situation
1. Pursuant to your request of 30 September 1981,
attached at Tab A for your. consideration is a draft employment
contract.
2. The new contract is nothing more than a slight
variation of the standard secrecy agreement which all CIA
.employees are required to sign upon entrance on duty.
Paragraph 4 in the attached draft expands the prepublication
obligation to include the requirement that employees notify
the Agency concerning post-employment activities involving
foreign governments and similar organizations. Paragraph 6
expands the existing secrecy agreement to elaborate on the
purpose of this obligation, stating that such review of
post-employment activities is undertaken to protect the
Agency's effective operation and the national security.
3. We have chosen this particular route because we are
confident that such a contract will pass constitutional
muster since the Supreme Court in Snepp has specifically
blessed it. In my judgment. the proposed expansion will not
affect the Supreme Court's Approval of the agreement. I
suggest that the attached contract be required to be executed
by all current as well as prospective employees. The consideration
in the case of current employees would be an assignment or
continuance of employment.
4. The difficult issue to be addressed is the extent
of the post-employment restrictions which should be contained in the
attached draft contract. There are at least three basic
options:
ftecut.. aer
STAT
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A. A one-year ban on certain post-employment
activities followed by a requirement to report such
proposed employment to the DCI for a limited period of
time, for example, five.years.after termination of.
Agency service. The DCI would only raise objections if
he determined that such employment is inimical to the
national security.
One advantage of this option is that it
tracks to a certain extent the format of the
conflict of interest laws. On the other hand,
this proposal poses two possible problems.
First, an absolute ban on certain employment may
unnecessarily limit employees and Agency flexi-
bility. The Agency, for example, may find it
useful to have a former employee accept certain
employment immediately after leaving the Agency or
it may have absolutely no objection to that kind
of employment. Secondly, the limited reporting
period will not avoid type problems.
The concern that a former cub, or example, is
working with the Libyans would be no less real if
this relationship occurred in the sixth or-seventh
year after the individual has left the Agency;
B. No absolute ban on post-employment activities
but.rather a reporting requirement as described above
for a limited period of time, for example, five years.
This option avoids the problem identified
with the absolute ban but is not of assistance in
preventing certain activities by former Agency
employees after the limited reporting period has
passed;
C. No ban on post-employment activities but a
lifetime reporting requirement on certain post-employment
activities.
The fact that a lifetime reporting obligation
is imposed may makce this option seem harsh and
onerous, particularly in cases where the duration
or scope of an individual's activities or duties
at the Agency is limited. On the other hand, it
is the option which offers the best hope of
avoiding inappropriate activities by former
employees. This lifetime obligation in the employment
area is similar to the lifetime nondisclosure and
prepublication undertakings which currently exist
in the secrecy agreement signed by Agency employees.
Moreover, it would be expected that a.majority.
of all post-employment reports would
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cause no problem whatsoever and the employee would
not be in any way disadvantaged in pursuing business
activities. It would be a very small proportion
of cases in which the DCI would inform the individual
that the proposed employment is in fact inimical
to the national security of the United States.
Such a finding would, of course, be open to negotiation
and legal challenge. Consequently, it is unlikely
that this DCI authority would be abused. In sum,
the apparent "toughness" of a lifetime-reporting
requirement with reference to certain types of
employment is in fact tempered by the need for the
DCI to demonstrate that such employment is in fact
inimical to the national security.
5. The attached employment contract is currently
drafted to reflect all three options described above, and
can be easily revised to accommodate whatever your decision
may be. It is suggested in this regard that it would be
useful to call a meeting of all the Deputy Directors, the
Director of Personnel, the Inspector General and the General
Counsel to allow a broad cross section of opinions to surface
on this issue before a final decision is reached.
6. After a decision is reached in this regard, Agency
regulations setting forth guidelines and criteria to be used
in determining what post-employment individuals would be
prohibited must be drafted. It is imperative that any such
limitations on post-employment activities be reasonable and
justified in terms of potential harm to the national security.
Because of the difficulty in drafting such guidelines, input
and assistance from appropriate staff level personnel of all
interested components should be sought in preparing these
regulations.
7. In discussions with the Congress concerning this
matter, I suggest that you alert them to-the eventual need
to provide additional benefits to employees whom we will
obligate under this contract. The Congress should understand
that we are obligating our.employees to standards not imposed
on the normal Federal employee; and in all fairness, the
consideration that they are*employed in a position of special
trust is not adequate.
8. Attached at Tab B is a memorandum describing the
steps we have taken to insure the appropriate review of
individuals who enter into personal service contracts with
the Agency.
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9. The contractual provision at Tab C requires Agency
contractors to notify the Agency contracting officer if they
are approached by persons purporting to represent the CIA.
This would avoid the kind of confusion which resulted when
AEL and SCI produced timers for Wilson in the mistaken belief
that there. was Agency interest or approval in the matter.
Concur with recommendation that a meeting be set up-to consider
extent of post-employment and reporting obligations.
Director of Central Intelligence Date
Approve steps outlined in Tab B.
Director of Central Intelligence Date
Approve contractual provision in Tab C.
Director of Central Intelligence Date
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SECRECY AGREEMENT
1. I, (print full name),
hereby agree to accept as a prior condition of my being employed
by, or otherwise retained to perform services for, the Central
Intelligence Agency, or for staff elements of the Office of the
Director of Central Intelligence (hereinafter collectively
referred to as the "Central Intelligence Agency"), the
obligations contained in this agreement.
2. I understand that,
in the course of my employment or
other service with the Central Intelligence Agency, I may he
given access to information which is classified in accordance
with the standards set forth in Executive Order 12065 as amended
or superseded, or other applicable Executive Order, and other
information which, if disclosed in an unauthorized manner, would
jeopardize foreign intelligence activities of the United States
Government. I accept that, by being grarrrted' access to` such
information, or by accepting certain assignments or positions
within the Central Intelligence Agency, I will be placed in a
position of special confidence and trust and will become
obligated to protect this information from unauthorized
disclosure and to refrain from using my position of trust for
purposes of private personal gain to the detriment of the
national security.
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3. In consideration for being employed or otherwise
retained to provide services to the Central Intelligence Agency,
I __he_reb y agree that I will never disclose in any form or any
manner any of the following categories of information or
materials to any person not authorized by the Central
Intelligence Agency to receive them:
a. information which is classified pursuant to
Executive Order and which I have obtained during the
course of my employment or other service with the
Central Intelligence Agency;
b. information, or materials which reveal information,
classifiable pursuant to Executive Order and obtained by
me in the course of my employment or other service with
the Central Intelligence Agency but which, because of
operational circumstances or oversight, is not formally
marked as classified in accordance with such Executive
Order and which I know or have reason to know has not
been publicly acknowledged by the Agency;
c. information obtained by me in the course of my
employment or other service with the Central
Intelligence Agency that identifies any person or
organization that presently has or formerly has had a
relationship with a United States foreign intelligence
organization which relationship. the United.. States
Government has taken affirmative measures to conceal.
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STAT
a. refrain from undertaking, for a period of one year
following termination of any Agency sevice, any
employment as an employee, agent or independent
contractor of any military, police, intelligence,
security, or other similar organization of any foreign
government, international organization of governments,
or foreign organized resistance movement;
report, for a period of four years following the
one-year period of paragraph a above, any proposed
employment as an employee, agent, or independent
contractor, with a foreign government, an international
organization of governments or
a foreign organized
resistance movement to the Agency, and refrain from
undertaking- such employment or se-rvice until. the-
approval of the Central Intelligence Agency has been
obtained; and
c. report, for a period of five years following
termination of my Agency service, any proposed financial
transaction to be entered into either directly or
indirectly with a foreign government, an international
4. In further consideration for being employed in certain
positions of unique trust within the Central Intelligence Agency,
I hereby agree that, following termination of my service with the
Central Intelligence Agency, I will:
(Option A)
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organization of governments or a foreign organized
resistance movement, and will not participate in any
.such transaction until the approval of the Central
Intelligence Agency has been obtained, provided that
nothing herein shall require the reporting of a
transaction that involves an investment in or purchase
of the securities of a foreign government, nor shall
this reporting requirement include a commercial
transaction entered into in the ordinary course of
business which does not involve materials or products of
strategic interest.
(Option B)
a. report, for a period of five years after
termination of my Agency service, any proposed
employment as an employee, agent, or independent
contractor, with a foreign government, an international
organization of governments or a foreign organized
resistance movement to the Agency, and refrain from
undertaking such employment or service until the
approval of the Central Intelligence Agency has been
obtained; and
,b. report, for a period of five years following
termination of my Agency service, any proposed financial
transaction to be entered into either directly or
indirectly with a foreign government, an international
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organization of.governments or a foreign organized
resistance movement, and will not participate in any
such transa.ction until the approval of the Central
Intelligence Agency has been obtained, provided that
nothing herein shall require the reporting of a
transaction that involves an investment in or purchase
of :the securities of a foreign government, nor shall
this reporting requirement include a commercial
transaction entered into in the ordinary course of
business which does not involve materials or products of
strategic interest.
(Option C)
a. report, at any time after termination of my Agency
service, any proposed employment as an employee, agent,
or independent contractor, with a foreign government, an
internationa-1 organization of governments or a foreign
organized resistance movement to the Agency, and refrain
from undertaking such employment or service until the
approval of the Central Intelligence Agency has been
obtained; and
b. reyort, at any time following termination of my
Aaency service, any proposed financial transaction to be
entered into either directly or indirectly with a
foreign government, an international organization of
ciovernments or a foreign organized resistance movement,
and will not participate in any such transaction, until
5
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the approval of the Central Intelligence Agency has been
obtained, provided that nothing herein shall require the
reporting of a transaction that involves an
investigation or purchase of the securities of a foreign
government, nor shall this reporting requirement include
a commercial transaction entered into in the ordinary
course of business which does not involve materials or
products of strategic interest.
5. As a further condition of the special confidence and
trust reposed in me by the Central Intelligence Agency, I hereby
agree to submit for review by the Central Intelligence Agency all
information or materials including works of fiction which contain
any mention of intelligence data or activities, or contain data
which may be based upon information classified pursuant to
Executive Order, which I contemplate disclosing publicly or which
I have actually prepared for public disclosure, either during my
employment or other service with the Central Intelligence Agency
or at anytime thereafter, prior to discussing it with or showing
it to anyone who is not authorized to have access to it. I
further agree that I will-not take any steps toward public
disclosure until I have received written permission to do so from
the Central Intelligence Agency. I also understand and agree
that, if I anticipate engaging in any post-employment activities
described in paragraph '4 above,-I will advise the Central
6
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Intelligence Agency in writing of the nature and extent of my
proposed post-employment activities. I further agree not to
engage in such activities until ap roval of the Central
Intelligence Agency has been obtained. I understand that the
Agency will act within a reasonable time. in considering my
proposed employment or activities, and will apprise me in writing
of its reasons for denying the requested employment or activity
in case of disapproval.
6. I understand that the purpose of the review described in
paragraph 5 is to give the Central Intelligence Agency an
opportunity to determine whether the information or materials
which I contemplate disclosing publicly contain any information
which I have agreed not to disclose. I further understand that
the review of my post-employment activities provided in paragraph
5 is necessary to protect the national security and the effective
operation of the Central. Intelligence Agency. I understand that
the agency will act upon the materials or information I submit
pursuant to the. review procedures of paragraph 5 and make a
response to me within a reasonable time.
7. I understand that all information or materials which I
may acquire in the course of my employment or other service.in
the Central Intelligence Agency which fit the descriptions set
out in paragraph 3 of this agreement are and will remain the
property of the United States Government. I agree to surrender
all materials reflecting such information which may come into my
possession or for which I am responsible because of my employment"-
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or other service with the Central Intelligence Agency, upon
demand by an appropriate official of the Central Intelligence
Agency, or upon the conclusion of my employment or other service
with the Central Intelligence Agency.
8. I agree to notify the Central Intelligence Agency
immediately in the event that I am called upon by judicial or
congressional authorities to testify about, or provide,
information which; I have agreed herein not to disclose.
9. I understand that nothing contained in this agreement
prohibits me from reporting intelligence activities which I
consider to be unlawful or improper directly to the Intelligence
Oversight Board established by the President or to any successor
body which the President may establish. I recognize that there
are also established procedures for bringing such matters to the
attention of the Agency's Inspector General or to the Director of
Central Intelligence. I further understand that any information
which I may report to the Intelligence Oversight Board continues
to be subject to this agreement for all other purposes and that
such reporting does not constitute public disclosure or
declassification of that information.
10. I_ further understand that nothing in this agreement
shall prevent my employment in any capacity by any agency or
department of the United States upon the termination of my
employment with the Central Intelligence Agency.
11. I understand that any breach of this agreement by me
may result in the Central Intelligence Agency- taking
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administrative action against me, which can include temporary
loss of pay or termination of my employment or other service with
the Central Intelligence Agency. I also understand that, if I
violate the terms of this agreement, the United States Government
may institute a civil proceeding to seek compensatory damages or
other appropriate relief. Further, I understand that the
disclosure of information which I have agreed herein not to
disclose can, in some circumstances, constitute a criminal
offense.
12. I understand that the United States Government may,
prior to any unauthorized disclosure or unauthorized undertaking
of employment which is threatened by me, choose to apply to any
appropriate court for an order enforcing this agreement. Nothing
in this agreement constitutes a waiver on the part of the United
States to institute a civil or criminal proceeding for any breach
of this agreement by me. Nothing in this agreement constitutes a
waiver on my part of any possible defenses I may have in
connection with either civil or criminal proceedings which may be
brought against me.
13. In addition to any other remedy to which the United
States Government may become entitled, I hereby assign to the
United States Government all rights, title, and interest in any
and all royalties, remunerations, and emoluments that have
resulted or will result or may result from any divulgence,
publication or revelation of information by me which is carried
out in breach of paragraph 5~of this agreement or which involves
information prohibited from disclosure by the terms of this
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agreement, and further assign to the United States Government all
interests in any compensation or payment received by me in
connection with post-employment activities in which I engage in
willful violation of paragraph 4 of this agreement. Nothing in
this paragraph shall preclude the Agency from obtaining
injunctive relief in cases of nonwiliful violations of this
agreement.
14. I"understand and accept that, unless I am provided a
written release from this agreement or any portion of it by the
Director of Central Intelligence or the Director's
representative, all the conditions and obligations accepted by me
in this agreement apply both during my employment or other
service with the Central Intelligence Agency, and at all times
thereafter.
15. I understand that the purpose of this agreement is to
implement the responsibilities of the Director of Central
Intelligence, particularly the responsibility to protect
intelligence sources and methods, as specified in the National
Security Act of 1947, as amended.
16. In any civil action which may be brought by the United
States Government for breach of this agreement, I understand and
agree that the law of the Commonwealth of Virginia shall govern
the interpretation of this agreement.
17. Each of the.numbered paragraphs and lettered
subparagraphs of this agreement is severable. If a court should
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find any of the paragraphs or subparagraphs of this agreement to
be unenforceable, I understand that all remaining provisions will
continue in-full force.
18. I make this agreement in good faith, and with no
purpose of evasion.
Signature
The execution of this agreement was witnessed by the undersigned,
who accepted it on behalf of the Central Intelligence Agency as a
prior condition of the employment or other service of the person
whose signature appears above.
Signature
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