Legal Acknowledgement Document

LEGAL ACKNOWLEDGEMENT DOCUMENT

This Legal Acknowledgement Document (the "Acknowledgement") is made effective as of by and between Party A: (Entity Type: Individual Corporation LLC Other) and Party B: (Entity Type: Individual Corporation LLC Other).

RECITALS

WHEREAS, Party A has delivered or made available certain materials, information and documentation described as: (collectively, the "Materials"), which Party A asserts are proprietary or confidential; and

WHEREAS, Party B acknowledges receipt of the Materials and agrees to the terms and conditions set forth in this Acknowledgement regarding the handling, return and non-use of such Materials; and

WHEREAS, the parties desire to set forth in writing their respective acknowledgements, representations and obligations with respect to the Materials.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Acknowledgement, "Confidential Information" means all non-public information disclosed by Party A to Party B in any form, whether oral, written, electronic or tangible, including but not limited to technical data, trade secrets, business plans, customer lists, pricing, processes and prototypes, and any copies or summaries thereof.

2. ACKNOWLEDGEMENT OF RECEIPT

Party B hereby acknowledges that it has received the Materials identified above. Party B represents that it has had a reasonable opportunity to review the Materials and that it understands the confidential or proprietary nature of the Materials.

3. LIMITATION ON USE

Party B shall use the Confidential Information solely for the purpose specified by Party A: . Party B shall not disclose, reproduce or otherwise use the Confidential Information for any other purpose without the prior written consent of Party A.

4. RETURN OR DESTRUCTION

Upon written request of Party A or upon termination of discussions between the parties, Party B shall promptly return to Party A or certify the destruction of all Materials and copies thereof within days, except to the extent retention is required by applicable law or reasonable internal record retention policies, in which case such retained information shall remain subject to the confidentiality obligations set forth herein.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Acknowledgement and to perform its obligations hereunder. Party B further represents that its execution of this Acknowledgement does not and will not violate any agreement to which it is a party.

6. NO ADMISSION

This Acknowledgement is not and shall not be construed as an admission of liability, wrongdoing, or the accuracy of any information by any party, nor does it create any license or transfer of any intellectual property rights.

7. REMEDIES

Party B acknowledges that a breach of this Acknowledgement may cause irreparable harm to Party A for which monetary damages would be an inadequate remedy. In addition to any other remedies available at law or in equity, Party A shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

8. INDEMNIFICATION

Party B shall indemnify, defend and hold harmless Party A and its officers, directors, employees and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising from any breach of this Acknowledgement by Party B or its representatives.

9. NOTICES

Notices to Party A:

Notices to Party B:

All notices required or permitted under this Acknowledgement shall be in writing and shall be deemed given upon personal delivery, upon confirmed delivery by courier service, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered, addressed to the addresses provided above or such other address as a party may designate by notice.

10. GOVERNING LAW

This Acknowledgement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Acknowledgement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written communications, representations and agreements.

12. SEVERABILITY

If any provision of this Acknowledgement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Acknowledgement may be amended only by a written instrument executed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Acknowledgement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ADDITIONAL INFORMATION

Representative of Party A (print name and title):

Representative of Party B (print name and title):

Additional remarks or factual statements (if any):

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