CDA Execution Agreement

CDA Execution Agreement

This CDA Execution Agreement (the Agreement) is made as of Effective Date: by and between Party A Legal Name: (Entity Type: Corporation, LLC, Individual) with principal place of business at ("Disclosing Party"), and Party B Legal Name: (Entity Type: Corporation, LLC, Individual) with principal place of business at ("Receiving Party"). The Disclosing Party and the Receiving Party may be referred to jointly as the Parties.

RECITALS

WHEREAS, the Parties anticipate exchanging certain technical, commercial or business information in connection with discussions concerning potential business relationships, collaborations or transactions described as: ; and

WHEREAS, the Parties desire to set forth the material terms pursuant to which Confidential Information will be disclosed, protected, and used, and to confirm their agreement to execute and be bound by a Confidential Disclosure Agreement (CDA) embodying these terms.

WHEREAS, the Parties intend that this Agreement shall govern initial disclosure obligations and that a formal CDA shall be executed promptly as provided herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information, whether disclosed orally, visually, in writing or electronically, relating to business, technical, financial or strategic matters disclosed by one Party (Disclosing Party) to the other (Receiving Party), including but not limited to prototypes, drawings, specifications, designs, software, processes, formulas, trade secrets, customer and supplier lists, pricing, business plans and financial data, whether marked confidential or not, and any analyses, compilations or other derivatives of such information. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek protective measures.

2. EXECUTION OF CDA

2.1 Each Party agrees to execute a formal Confidential Disclosure Agreement (CDA) substantially in the form described in this Agreement no later than . Until such CDA is executed, the Parties shall be bound by the confidentiality obligations set forth in this Agreement.

2.2 The Parties agree that the terms set forth in this Agreement shall be deemed binding and enforceable between the Parties pending execution of a formal CDA and shall survive execution or termination of any subsequent CDA to the extent consistent with the terms of the executed CDA.

3. OBLIGATIONS OF RECEIVING PARTY

3.1 The Receiving Party shall: (a) use Confidential Information solely for the purpose described in this Agreement; (b) restrict access to Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) exercise the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

3.2 The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted in Section 1.1(d) or as required by applicable law, regulation or court order.

4. EXCLUSIONS; RETURN OR DESTRUCTION

4.1 Exclusions to Confidential Information are set forth in Section 1.1. The Receiving Party shall have the burden of proving an asserted exclusion.

4.2 Upon written request of the Disclosing Party or upon termination of discussions, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all tangible materials containing Confidential Information and shall certify in writing that such return or destruction has been completed, except to the extent that retention is required by law or the Receiving Party's internal document retention policies for a limited period, in which case the Receiving Party will continue to treat such retained Confidential Information as confidential.

5. TERM; SURVIVAL

5.1 This Agreement shall commence on the Effective Date and remain in effect until years thereafter, unless earlier terminated by mutual written consent. Notwithstanding termination, the obligations with respect to Confidential Information shall survive for a period of years from the date of disclosure or for the duration required by applicable law, whichever is longer.

6. NO LICENSE; NO OBLIGATION TO PROCEED

6.1 Nothing in this Agreement grants any license, by implication, estoppel or otherwise, under any patent, trademark, copyright or other intellectual property right of either Party. The Disclosing Party retains all right, title and interest in and to its Confidential Information.

6.2 Neither Party is obligated under this Agreement to enter into any further agreement or to proceed with any proposed transaction or relationship.

7. REMEDIES; INJUNCTIVE RELIEF

7.1 The Parties acknowledge that monetary damages may be an inadequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or remedy any actual or threatened breach.

8. REPRESENTATIONS AND AUTHORITY

8.1 Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is duly authorized to bind it.

9. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, sent by certified mail (return receipt requested) or sent by electronic mail with receipt confirmed, to the addresses set forth above or such other address as either Party may designate in writing.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended or supplemented only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude further exercise of that right.

10.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties agree that exclusive venue for disputes shall be the state or federal courts located in the county where the chosen state seat is located, and each Party consents to personal jurisdiction therein.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral, with respect to such subject matter.

12.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be modified to the extent necessary to make it enforceable while preserving the Parties' intent; if modification is not possible, the provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

13. ADDITIONAL PROVISIONS

AUTHORITY TO EXECUTE

Each individual signing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of such Party and to bind that Party to the terms and conditions hereof.

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