Mutual Non-Disclosure Agreement

1. Scope of Confidential Information

For purposes of this Agreement, "Confidential Information" means any information disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

• Technical and business information, including identity infrastructure configurations, access control policies, and system architecture
• User directory data, entitlement records, and access review documentation
• Business plans, financial information, pricing, and commercial strategies
• Engagement methodologies, proprietary frameworks, and work product
• Personnel information and organizational structure
• Any information marked "Confidential," "Proprietary," or similar designation

2. Obligations of Receiving Party

Each party receiving Confidential Information ("Receiving Party") agrees to:

1. Hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care
2. Not disclose the Confidential Information to any third party without the prior written consent of the disclosing party
3. Use Confidential Information solely for the purpose of evaluating and performing the contemplated engagement
4. Limit disclosure to employees, contractors, or agents who (a) need to know the information to fulfill the engagement, and (b) are bound by confidentiality obligations no less restrictive than those in this Agreement
5. Promptly notify the disclosing party of any unauthorized disclosure or use of Confidential Information upon becoming aware of it

3. Duration

This Agreement shall remain in effect for a period of three (3) years from the Effective Date. Obligations with respect to Confidential Information disclosed during the term of this Agreement shall survive termination of this Agreement for an additional two (2) years.

Either party may terminate this Agreement with thirty (30) days written notice to the other party. Termination does not affect the obligations of the Receiving Party with respect to Confidential Information already disclosed.

4. Exclusions

The obligations of this Agreement shall not apply to information that the Receiving Party can demonstrate:

1. Was already known to the Receiving Party at the time of disclosure without restriction
2. Is or becomes publicly known through no wrongful act or breach of any obligation of confidentiality
3. Was received from a third party who is not under any obligation of confidentiality with respect to such information
4. Was independently developed by the Receiving Party without reference to the Confidential Information
5. Is required to be disclosed by applicable law, regulation, or court order — provided that the Receiving Party gives the disclosing party prompt written notice of such requirement and cooperates to seek a protective order

5. Return of Materials

Upon the written request of the disclosing party, or upon termination of the engagement or this Agreement, whichever comes first, the Receiving Party shall promptly:

• Return or destroy all Confidential Information in tangible form (documents, files, exports, reports)
• Delete all electronic copies of Confidential Information from all systems, devices, and storage services under the Receiving Party's control
• Certify in writing that all Confidential Information has been returned or destroyed within fourteen (14) days of the request

Narrative Consulting's standard data purge policy provides for destruction of all client Confidential Information within 14 days of engagement completion, and written certification will be provided at that time without requiring a separate request.

One copy of Confidential Information may be retained by legal counsel solely for archival purposes in the event of a legal dispute, subject to continued confidentiality obligations.

6. General Provisions

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. This Agreement may not be modified except by a written instrument signed by both parties. This Agreement shall be governed by the laws of [State to be agreed]. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.