Mutual Non-Disclosure Agreement (District of Columbia)

MUTUAL NON-DISCLOSURE AGREEMENT — DISTRICT OF COLUMBIA DRAFTING PACKET

Complete every bracketed field. Delete unused alternatives. Do not use this
agreement to conceal unlawful conduct, prevent protected reporting, restrict
lawful competition, or impose employment restraints without a separate review.

1. Deal and review gate

2. Parties and purpose

This Mutual Non-Disclosure Agreement (the Agreement) is entered into as of
[DATE] by [PARTY A] and [PARTY B]. Each may disclose information as
a Disclosing Party and receive information as a Receiving Party solely
to [DESCRIBE THE SPECIFIC PURPOSE] (the Purpose).

The parties do not promise to complete any proposed transaction. Any purchase,
license, services, employment, investment, or other relationship requires a
separate signed agreement.

3. Confidential Information

Confidential Information means nonpublic information disclosed for the
Purpose that is marked or identified as confidential, or that a reasonable
recipient would understand should be protected because of its nature and the
circumstances. Oral or visual disclosures are covered [only if identified at
disclosure and summarized in writing within NUMBER days / as follows:
____________________________].

Selected categories: [business plans / pricing / product designs / source code /
security information / customer or supplier information / financial information /
other: ________________________________].

Confidential Information does not include information the Receiving Party can
show through reliable records:

1. was lawfully known without a confidentiality duty before disclosure;
2. became public without breach of this Agreement;
3. was lawfully received from another person without a confidentiality duty;

4. was independently developed without using the Disclosing Party's information;
   or

5. was approved for release in a signed writing by the Disclosing Party.

Calling information confidential does not by itself make it a statutory or
common-law trade secret. Any trade-secret status and remedy must be established
under the law applicable to the particular information and conduct.

4. Mutual duties

For the period selected in Section 10, each Receiving Party shall:

1. use Confidential Information only for the Purpose;

2. protect it using [reasonable care / the same care used for similarly
   sensitive information, but no less than reasonable care / negotiated standard];

3. disclose it only to the approved recipients in Section 5 who need it for the
   Purpose and are subject to protective duties;

4. limit copying and access to what the Purpose reasonably requires;

5. promptly notify the Disclosing Party of a known unauthorized use or disclosure
   and reasonably cooperate in mitigation; and

6. comply with the handling instructions in Schedule A.

The parties must expressly select whether a party is contractually responsible
for a recipient's breach: [YES / NO / LIMITED AS FOLLOWS: ________________].

5. Approved recipients and systems

No affiliate, financing source, model provider, analytics provider, subcontractor,
or other third party is approved merely because it appears in a generic definition.

6. Legally required and protected disclosures

If lawfully compelled to disclose Confidential Information, a Receiving Party
shall, to the extent legally permitted, give prompt notice, allow a reasonable
opportunity to seek protection, disclose only what is required, and request
confidential treatment when reasonably available.

Nothing in this Agreement prohibits or penalizes a person for communicating with
a government agency or official, reporting or investigating suspected unlawful
conduct, complying with legal process, consulting the person's attorney, or
making another disclosure protected by applicable law. No advance notice or
permission is required where law protects the communication or bars notice.

Counsel must add any language required for employees, contractors, consultants,
whistleblowers, settlement participants, regulated professionals, government
personnel, or other covered persons.

7. Special-information gate

Do not disclose a checked category until the listed control is completed.

8. Ownership; no license; no warranty

Each Disclosing Party retains its rights in its information. Disclosure grants no
license or ownership interest except the limited right to use the information for
the Purpose. Confidential Information is provided [AS IS / SUBJECT TO THE
FOLLOWING EXPRESS WARRANTIES: ________________________________]. The Disclosing
Party must confirm its authority to disclose each category.

Reverse engineering, benchmarking, residual knowledge, feedback, publicity, and
contact with customers or personnel are not addressed unless selected in
Schedule B. Any noncompetition, nonsolicitation, no-hire, standstill, exclusivity,
or similar restraint requires separate, current legal review and express text.

9. Return, deletion, and retention

On [written request / end of Purpose / termination / other trigger], the
Receiving Party shall within [NUMBER] days [return / delete / both] the
covered material and, if requested, certify completion.

Retained material remains subject to the applicable confidentiality and use
restrictions for the selected period.

10. Term and survival

The parties must not use an indefinite label as a substitute for deciding what
information qualifies for protection and for how long.

11. Remedy and risk-allocation gate

No remedy is automatic. A party may request relief available under the selected
law, but the deciding court or tribunal determines entitlement, proof, security,
scope, causation, and amount.

Do not insert a presumed injunction, admission of irreparable harm, liquidated
damages, fee award, indemnity, uncapped liability, or liability exclusion without
reviewing enforceability and transaction-specific consequences.

12. Dispute terms

13. General terms

This Agreement is the parties' complete agreement concerning confidentiality for
the Purpose. Any amendment or waiver must be in a writing signed by the affected
parties. Neither party may assign it except [with consent / to specified
successors / other]. If a provision is held unenforceable, the remainder
continues only to the extent permitted by the selected law. Notices shall be sent
by [METHOD] to [ADDRESSES]. Counterpart and electronic execution are
permitted only after counsel confirms any applicable formalities.

14. Signatures

PARTY A: [LEGAL NAME]

By: ______________________________

Name / title: _____________________

Date: _____________________________

PARTY B: [LEGAL NAME]

By: ______________________________

Name / title: _____________________

Date: _____________________________

Schedule A — Handling controls

Schedule B — Optional negotiated restrictions