This Non-disclosure Agreement is entered into by and between the Center for Applied Environmental Law and Policy (“CAELP”) and the undersigned ("Recipient") for the purpose of facilitating CAELP’s provision of certain Confidential Information to Recipient and to prevent the unauthorized disclosure of that Confidential Information.

1. Confidential Information Defined. For purposes of this Agreement, “Confidential Information” means CAELP’s Working Toolkit: Considerations for Statutory Interpretation After Loper Bright and West Virginia. CAELP shall label any such information as “Confidential.”

2. Nondisclosure. Recipient shall refrain from disclosing, publishing, distributing, divulging, or otherwise making accessible the Confidential Information to any person or entity other than CAELP or employees of Recipient’s below-identified organization, except as authorized in writing by CAELP or required by law. If Recipient wishes to allow employees of Recipient’s below-identified organization to access the Confidential Information, Recipient will first inform co-employees that the Confidential Information must remain within the organization and not be disclosed, published, distributed, divulged, or otherwise made accessible outside of Recipient's organization without CAELP's express written authorization or as required by law.

3. Notice of Potential Disclosure. If any Confidential Information is subject to any order, subpoena, discovery request, or other form of compulsory process in any legal or administrative action or proceeding, arbitration, or alternative dispute resolution mechanism, or to an access request under a public access law (collectively, a “Request”), the Recipient: (a) shall immediately notify CAELP of the Request in writing; (b) shall cooperate with CAELP in preserving and asserting any privileges that may be related to the Confidential Information; and (c) if requested by CAELP, and to the fullest extent permissible under applicable law, shall return any such Confidential Information to CAELP or shall otherwise refrain from disclosing such Confidential Information pending a final determination regarding disclosure by a court or other tribunal of competent jurisdiction.

4. Inadvertent Disclosure. If, notwithstanding the provisions of this Agreement, Recipient discloses Confidential Information that it has received pursuant to this Agreement to a person or entity not entitled to receive such Confidential Information under this Agreement or otherwise in violation of the terms of this Agreement, Recipient shall notify CAELP promptly of the inadvertent disclosure and cooperate with any requests by CAELP to take steps to claw back or prevent the further dissemination of the Confidential Information.

5. Related Litigation. The filing of a brief or initiation of any lawsuit or proceeding related to any Confidential Information by either CAELP or Recipient shall not terminate this Agreement or relieve Recipient of any obligation under this Agreement.

6. Withdrawal. Either party may withdraw from this Agreement upon written notice to its counterparty. Such withdrawal shall not terminate, or relieve the Recipient of, any obligations under this Agreement regarding Confidential Information provided prior to the withdrawal.

7. Modification. This Agreement shall not be modified except by a writing signed by Recipient and CAELP.

8. By submitting this agreement, Recipient consents to receive email updates from CAELP.