EXHIBIT "A" 
DISCLOSURE AGREEMENT BETWEEN MODEL DEVELOPER AND IMPACTED PARTY

This Agreement is entered by and between ________________________ [Software 
Developer] and ________________________ [Requester’s name] (hereafter "Requester") regarding 
the release of ________________________ ’s [Software Developer] source codes and user manual 
for ________________________ ’s [Software Developer] 
________________________[model name] 
computer model, as required by 44 CFR Section 65.6(a)(6)(iii).

A. Requester has filed an appeal with the Federal Emergency Management Agency 
(hereafter “FEMA”) under the provisions of 44 CFR, Part 65 or Part 67, and requires 
________________________ ’s [Software Developer] source code and user manual for 
[model name] to prepare appeal materials for FEMA's review. In 
consideration of FEMA's acceptance of the ________________________ [model name] computer 
model as an approved computer model as provided in the National Flood Insurance Program and 
Related Regulations and in consideration of the terms, covenants, and conditions herein assumed 
by Requester, ________________________ [Software Developer] has released the source code and 
user manual pursuant to the certain Conditional Permission to Disclose Source Code and User 
Manual (hereafter "Conditional Permission"), the terms and conditions by which Requester 
agrees to be bound. Said Conditional Permission is incorporated herein by reference. 

B. _____________________’s [Software Developer] source codes and user manual 
contains confidential information and trade secrets that were developed solely at 
________________________ ’s [Software Developer] expense. ation means Confidential inform
________________________ ’s [Software Developer] information of a proprietary, trade secret, or 
confidential nature, disclosed pursuant to this agreement, which may include but is not limited to 
research data, technical information, software, samples, specifications, laboratory or engineering 

techniques or manuals, or other intellectual property or its physical embodiments. 
[Software Developer] is disclosing this Confidential Information to 
Requester for the sole purpose of permitting Requester's evaluation of it related to the appeal 
referenced above and as described in the Conditional Permission. Requester agrees to protect 
________________________’s [Software Developer] rights with respect to the Confidential 
Information and to take all steps necessary to protect the Confidential Information from 
unauthorized use or disclosure. Requester shall not copy, duplicate, reproduce, or transcribe 
________________________’s [Software Developer] Confidential Information. 
information shall be and remain the property of ________________________ [Software Developer], 
All Confidential 
and no present or future intellectual property rights or licenses are offered, granted, or implied by 
[Software Developer] in the disclosure of any Confidential 
Information hereunder. 

C. Requester agrees not to disclose ________________________ ’s [Software 
________________________ ’s [Software Developer] prior specific written authorization, and 
Requester agrees to disclose the Confidential Information only to those of its administrators, 
employees, or others under its control who have a need to know the Confidential Information to 
achieve the purpose set forth above, all of whom will be required by Requester to protect it in 
accordance with this Agreement. 

D. The Requester shall have 120 days from the receipt of ________________________’s 
[Software Developer] Confidential Information within which to conduct its review. At the 
expiration of the 120 day period, Requester shall forthwith return all Confidential Information to 
________________________ [Software Developer], unless the Requester has received prior written 
consent to the contrary. 

E. This agreement shall be construed under the laws of the State of 
[location of requester]. In the event of litigation, venue shall lie in 
______________, [county, State], or in any other venue chosen by 
[Software Developer] at its sole option. 

F. In the event any party engages an attorney to enforce the terms and conditions 
herein, whether suit is brought or not, such party shall be entitled to an award of reasonable 
attorneys and costs, at trial and appellate levels. 

G. This agreement shall be binding on the parties, their successors, and assigns. 
_____________________________ 
Witness 
_____________________________ 
Witness 
_____________________________ 
Witness 
_____________________________ 
Witness 
________________________ 
[Software Developer] 
By:___________________________________ 
[representative of Software Developer] 
Date:_________________________________ 
“Requester” 
By:___________________________________ 
Its:____________________________________ 
[title of Requester’s representative] 
Date:_________________________________ 
STATE OF ________________ [location of requester] 
COUNTY OF ________________ [location of requester] 


The foregoing instrument was acknowledged before me this _____ [date] day of 
___________,_____ [month, year] by ________________________ [representatives of Software 
Developer], ________________________ [title] of ________________________ [Software 
Developer], a ________________________ [State] corporation, on behalf of the corporation. 
He/She is personally known to me, or he/she produced ________________________ [item] as 
identification. 


_________________________________ 
NOTARY PUBLIC
My Commission Expires: 


STATE OF ________________________ 

COUNTY OF ______________________