This Confidentiality and Non-Disclosure Agreement (Agreement) between the Washington
Metropolitan Area Transit Authority (WMATA or “Discloser), an interstate compact agency
formed among the District of Columbia, Maryland, and Virginia, and codified at D.C. Code
§ 9-1107.01, located at 600 5
Street, N.W., Washington, DC 20001 and _______________________
, ___________________________________________________________________ (Recipient”)
on behalf of itself and its contractors and subcontractors is entered into on the date last executed below
(collectively the Recipient and the Discloser are the “Parties”).
WHEREAS, Recipient requires access to WMATA safety sensitive information for purposes of
designing and constructing its project located at __________________________________
NOW THEREFORE, for good and sufficient consideration and with the intent to be bound, the Parties
hereto agree as follows:
a. Confidential Information.
The parties agree that the Confidential Information referred to in this agreement includes all oral,
written, or other forms of data, that Discloser provides to Recipient and Recipient’s representatives
in order to design and construct its Project, including, but not limited to:
b. Recipient shall treat all information received pursuant to this request as Confidential or propriety
information which Discloser believes in good faith to be confidential, privileged, proprietary, a
trade secret, or otherwise entitled to such description, identification or proprietary claims. The
following will not be considered Confidential Information:
(i) Information that was already known to the Recipient without the obligation of
confidentiality prior to disclosure of it to the Recipient by the Discloser;
(ii) Information that is disclosed to the Recipient without the obligation of confidentiality by a
third party who has the right to make such disclosure;
(iii) Information that is or becomes lawfully available to the public or within the public domain
(other than as a result of a disclosure by the Recipient in violation of this Agreement) and
is obtained from public sources by the Recipient;
(iv) Information that is disclosed pursuant to the provisions of a Court Order.
2. LIMITATION ON USE: Discloser is providing the Confidential Information to Recipient for
the sole purpose of Recipient designing and constructing the Project in a way that protects
WMATA infrastructure from damage and in accordance with the WMATA Adjacent Construction
Manual. Recipient agrees to use the Confidential Information solely for these purposes, and
furthermore agree that commercialization of the data or information conveyed in any way shape or
form is strictly forbidden.
3. LIMITATION ON DISCLOSURE: Recipient agrees to limit dissemination of the Confidential
Information to those personnel of the Recipient who require access to the information to perform
work for the Project and to no other person, group, entity or organization. Recipient agrees that
all personnel who are granted access must be made aware of the obligation to strictly maintain the
confidentiality of Discloser’s Confidential Information and those personnel shall be bound by a
written agreement that prohibits unauthorized disclosure or use of Confidential Information
(“Recipient Employee Acknowledgement”). A copy of the Recipient Employee
Acknowledgement shall be submitted to WMATA. In the event that sub-contractors, consultants
or other non-employees of the Recipient require access to the Confidential Information, the
Recipient shall direct them to WMATA for completion of a non-disclosure agreement.
4. DUTY OF CARE: Recipient will use the same degree of care to avoid unauthorized disclosure of
Confidential Information that is employed with respect to its/his/her own Confidential Information
of like importance and take any additional steps as are reasonably requested by the Discloser to
prevent or stop a breach or threatened breach of this Agreement. Recipient agrees that it will not
disclose Discloser’s Confidential Information to any third party without Discloser’s prior written
approval, except as required by law. In the event that Recipient determines that it is required to
disclose Discloser’s Confidential Information to a third party, Recipient will provide Discloser
with prompt written notice in order to allow Discloser to challenge such disclosure by obtaining a
court order or other appropriate remedy. If any Confidential Information is required to be disclosed
in litigation, Recipient agrees to seek a protective order limiting use of the information to the
particular litigation.
5. ACCURACY OF INFORMATION: In providing any information hereunder, each disclosing
Party makes no representations, either express or implied, as to the information’s adequacy,
sufficiency, or freedom from defect of any kind, including freedom from any patent infringement
that may result from the use of such information, nor shall either Party incur any liability or
obligation whatsoever by reason of such information, except as provided under this Agreement.
6. UNAUTHORIZED DISCLOSURE: Recipient shall immediately notify the Discloser if it
becomes aware of any unauthorized use, access, copying, or disclosure of any of the Discloser’s
Confidential Information.
7. REMEDIES: The parties agree that unauthorized disclosure to third parties of Discloser’s
Confidential/Proprietary Information could be detrimental to the Discloser. Therefore, without
limiting its other rights and remedies, the Discloser shall be entitled to request an immediate
injunction against the Recipient should this Agreement be breached.
8. APPLICABLE LAW AND VENUE: This Agreement shall be governed and construed in
accordance with the laws of the location in which the Project is located without regard to its choice
of law provisions, unless there is a conflict with the WMATA Compact, in which case the Compact
shall govern. Any disputes between the parties shall be resolved in an appropriate court in the
jurisdiction in which the Project is located.
9. RETURN/DESTRUCTION: Except as specified below, within ten (10) days of receipt of
Discloser's written request, Recipient will return all tangible forms of the Confidential Information
(including all hard and electronic copies thereof) to Discloser along with all copies and portions
thereof, and certify in writing that all Confidential Information has been destroyed in accordance
with industry best practices for destruction of such material, as elected by Discloser.
Notwithstanding the preceding, within thirty (30) days of completion, cancellation, or any other
termination of the Project, the Recipient shall return all tangible forms of the Confidential
Information (including all hard and electronic copies thereof), along with all copies and portions
thereof, or may choose to destroy all tangible forms of such Confidential Information in accordance
with industry best practices for destruction of such material, and certify such destruction to
10. TERM: This Agreement commences on the date this Agreement is executed by all of the Parties
and terminates sixty (60) days after the termination of the Project or upon sixty (60) days notice
from either party of its intent to terminate the Agreement.
11. COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be
considered the original. This Agreement contains the entire agreement of the parties as to all
subject matters addressed herein.
12. SEVERABILITY: In the event that any provision of this Agreement may be held to be invalid
or unenforceable for any reason, it is agreed that said invalidity or unenforceability shall not affect
the other provisions of this Agreement, and that the remaining covenants, terms and conditions or
portions thereof shall remain in full force and effect and any court of competent jurisdiction may
modify the objectionable provisions as to make them valid, reasonable and enforceable.
13. SURVIVAL: The nondisclosure and destruction/certification obligations shall survive this
Agreement and the termination of any future agreement or business relationship entered between
the parties addressing or related to the subject matter of this Agreement.
14. REPRESENTATION AND WARRANTY: By signing below the signatory represents and
warrants to WMATA that 1) they have the power and authority to bind the Recipient to the terms
and conditions; and 2) that they acknowledge and understand the duties and obligations imposed
on the Recipient to protect WMATA Confidential Information as contained in this Non-Disclosure
15. This Non-Disclosure Agreement contains the entire agreement relative to the protection of
information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or
written understandings and agreements regarding this issue. This Non-Disclosure Agreement shall
not be modified or amended, except in a written instrument executed by the Parties.
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