Mutual Non-Disclosure Agreement, Praxis, Inc. and ENTER COMPANY/PERSON NAME

    This agreement ("Agreement") is entered into between Praxis Inc. (Praxis) having a principal
place of business at 5845 Richmond Highway, Suite 700, Alexandria VA 22303 (“Party”) and
ENTER COMPANY/PERSON NAME, having a principal place of business at ENTER
ADDRESS ("Party"). This Agreement is made in reference to ENTER SUMMARY OF
PROGRAM. This Agreement is made with the full understanding that both parties from time to
time may find it to be mutually beneficial in the course of this effort to exchange Proprietary
    Either party, prior to furnishing information to the other, may, by the use of an appropriate
legend, identify the information as being its proprietary information. The party receiving the
identified proprietary information of the other party shall not, for a period of three (3) years
following receipt of such information and without the prior written consent of Originator, use
such information other than for the purpose specified above or disseminate such information
outside recipient's employees involved in such purpose.
    Prior to disclosure of proprietary information to any employee, each party shall fully advise
such employee that he or she is required to hold in confidence all information and that such
information is not to be disclosed to persons outside his or her organization or to any co-
employee not directly concerned with furthering the purpose.
    As used in this Agreement, the term "Proprietary Information" means (i) documented
information originated by the disclosing party which is not generally available to others without
compensation to the disclosing party; or (ii) information obtained through inspection of
apparatus of the disclosing party; or (iii) verbal or visual disclosure; provided in any case that
such information is specifically identified by the disclosing party as being proprietary at the time
of disclosure and is subsequently confirmed in writing within fifteen (15) days which references
the date and information disclosed. However, information shall not be considered Proprietary
Information if it falls in one of the following categories:
    a) information which, at the time of the disclosure, is in the public domain;
    b) information which, after disclosure, enters the public domain, except where such entry is
        the result of breach of this Agreement by either party;
    c) information which, prior to the disclosure, was already in the possession of the receiving
        party, without restriction;
    d) information which, subsequent to the disclosure. is obtained from a third party who is
        rightfully in possession of such information and not subject to a contractual or fiduciary
        relationship to either party with respect to said information and who does not require
        either party hereto to undertake a confidential commitment with respect to such
        information; and
    e) information that is independently developed by the receiving party.
    Both parties shall exercise reasonable precautions to protect and preserve the confidentiality
of Proprietary Information disclosed by the other party hereunder with no less care than the
receiving party treats its own confidential information. Neither party shall be liable for the
inadvertent or accidental disclosure of Proprietary Information of the other if such disclosure
occurs despite the exercise of the same degree of care as such party normally takes to preserve
and safeguard its own Proprietary Information. However, in any event, a reasonable degree of

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  Mutual Non-Disclosure Agreement, Praxis, Inc. and ENTER COMPANY/PERSON NAME

care shall be provided for any proprietary information provided. All such proprietary information
shall be forwarded to the following:
 ENTER COMPANY/PERSON NAME                        Praxis, Inc.
 AND ADDRESS                                      5845 Richmond Highway, Suite 700
                                                  Alexandria, VA 22303
                                                  PRAXIS POINT OF CONTACT
 Title/Telephone/Email                            Title/Telephone/Email
    No license or conveyance of any rights to either Party under any discoveries, inventions, or
patents is granted or implied by the exchange of Proprietary Data between the Parties. No right
to use is warranted by either Party by the furnishing of Proprietary Data to the other.
    Neither party warrants that the data it discloses hereunder will met the requirements of the
other party or that such data, when combined with other information or when used in a particular
manner by recipient, will be sufficient or suitable for the recipient's purposes. Neither party
assumes any responsibility or liability whatever under this agreement for any use of data by
recipient or its customers or agents.
    Each party acknowledges that proprietary information of the other party is being disclosed on
a confidential and fiduciary basis and that the disclosing party shall be irreparably harmed if the
receiving party discloses or uses the disclosing party's proprietary information contrary to this
agreement and that the disclosing party may not be adequately compensated by the award of
damages for improper use or disclosure of the disclosing party's proprietary information.
Therefore, each party agrees that in the event the receiving party uses or discloses proprietary
information of the disclosing party contrary to the terms of this agreement, the disclosing party
shall be entitled to injunctive relief and an order of specific performance without the necessity of
proving actual damages.
    This Agreement is not intended to constitute, create, give effect to or otherwise recognize a
joint venture, partnership, or formal business entity of any kind and the rights and obligations of
the parties shall be limited to those expressly set forth herein. Nothing herein shall be construed
as providing for the sharing of profits or losses arising out of the efforts of either or both parties.
Each party shall act as an independent contractor and not as an agent of the other for any purpose
whatsoever and neither shall have any authority to bind the other except as specifically set forth
    Unless thus earlier terminated, this Agreement shall terminate upon expiration of a period of
three (3) years from the effective date of this Proprietary Information Agreement. Termination of
this Agreement for any reason shall not relieve either party of any obligation to preserve
Proprietary Information received prior to termination in confidence and all such obligations shall
continue for a period of three (3) years following receipt of Proprietary Information. Either party
upon thirty (30) days written notice to the other may terminate this Agreement.
    Within ten (10) working days after the termination or expiration of the period of this
agreement, all documents and other permanent forms containing Proprietary Information shall be
returned to the originating party or shall be destroyed if so instructed by the originating party.
The receiving party shall certify destruction of said information in writing.

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  Mutual Non-Disclosure Agreement, Praxis, Inc. and ENTER COMPANY/PERSON NAME

    The receiving party shall not export any information furnished by the disclosing party
without first complying with all requirements of the International Traffic in Arms Regulations
and the Export Control Administration including the requirement for obtaining any export
license, if applicable. The receiving party shall first obtain the written consent of the disclosing
party prior to submitting any request for authority to export any such information. The receiving
party shall defend, indemnify and hold the disclosing party harmless from all claims, demands,
damages, costs, fines, penalties, attorney's fees and all other expenses and costs arising from
failure to comply with this paragraph or the International Traffic in Arms Regulations and the
Export Administration Act.
    This Agreement is deemed to be made under and shall be construed in accordance with the
laws of the Commonwealth of Virginia.
    This Agreement constitutes the complete agreement between the parties and supersedes any
previous understanding or agreement between the parties with respect to the subject matter
    The authorized representatives of the parties have executed this Agreement as of the last date
indicated below (the "Effective Date").

 ENTER COMPANY/PERSON NAME                         Praxis, Inc.
 AND ADDRESS                                       5845 Richmond Highway, Suite 700
                                                   Alexandria, VA 22303

 Signature                                         Signature

 ENTER NAME                                        Jane Schaub
 Printed Name:                                     Printed Name:

 ENTER TITLE/TELEPHONE/EMAIL                       President, (703) 837-8400,
 Title/Telephone/Email                             Title/Telephone/Email

 ENTER DATE                                        ENTER DATE
 Date                                              Date

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