Business Information Sharing Form

BUSINESS INFORMATION SHARING FORM

Effective Date:

Disclosing Party:    Receiving Party:

Parties and Contact Information

Individual    Corporation    Limited Liability Company    Partnership    Other

Individual    Corporation    Limited Liability Company    Partnership    Other

Recitals

WHEREAS, Disclosing Party () possesses certain confidential and proprietary business information, including but not limited to financial data, customer information, technical documentation, and contractual terms; and

WHEREAS, Receiving Party () has requested access to such information for the limited purpose described in this form and Disclosing Party is willing to provide access on the terms set forth herein.

Scope of Information and Purpose

Purpose for Sharing:

The information to be shared shall be limited to the categories indicated below and only to the extent reasonably necessary to accomplish the Purpose:

Financial statements, forecasts, bank information
Customer lists, customer contracts, purchase history
Technical documentation, product specifications, source materials
Contracts, pricing schedules, vendor agreements
Marketing plans, sales strategies, promotional materials
Other — specify:

Authorized Uses and Restrictions

Receiving Party shall use the disclosed information solely for the Purpose set forth above. Receiving Party shall not use such information to solicit Disclosing Party's customers, to compete directly in any product or service line identified in the disclosed information, or to disclose such information to third parties except as expressly permitted herein.

Recipient obligations: Receiving Party shall restrict access to the information to employees, contractors or advisors with a demonstrated need to know and who are bound by confidentiality obligations no less protective than those set forth in this Form.

Payment Terms

Late Fee: If any payment is not received by the due date, interest shall accrue at the greater of (i) % per month or (ii) a late payment charge of .

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Termination for cause may be immediate if a material breach is not cured within 15 days after written notice.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, in any form, that is identified as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (i) not disclose Confidential Information to any third party except as permitted herein; (ii) use Confidential Information solely to accomplish the Purpose; and (iii) take reasonable and appropriate measures to protect the confidentiality of the Confidential Information, at least commensurate with the measures it uses to protect its own confidential information.

Exceptions: Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach by Receiving Party; (b) is known by Receiving Party prior to disclosure as shown by written records; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed by Receiving Party without the use of Disclosing Party's Confidential Information.

Compelled Disclosure: If Receiving Party is required by law or valid legal process to disclose Confidential Information, it shall, to the extent permitted by law, provide prompt written notice to Disclosing Party to enable Disclosing Party to seek protective relief and shall disclose only that portion required.

Return or Destruction: Upon termination or written request, Receiving Party shall return or destroy all Confidential Information and certify such return or destruction in writing.

Duration: The confidentiality obligations set forth herein shall remain in effect for years from the date of disclosure, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Data Security

Receiving Party shall implement and maintain reasonable administrative, physical and technical safeguards to protect Confidential Information against unauthorized access, disclosure, alteration or destruction. Receiving Party acknowledges that failure to maintain adequate safeguards may constitute a material breach.

Encryption of confidential data at rest and in transit
Role-based access controls and authorization
Incident response and breach notification procedures

Representations; Limitation of Liability

Each party represents that it has full power and authority to enter into this Form. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, EXCEPT TO THE EXTENT CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Governing Law

This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Entire Agreement and Amendment

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Form shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, personal delivery, or email (with confirmation). Notices are effective upon receipt.

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