Legal Acknowledgment of Receipt

LEGAL ACKNOWLEDGMENT OF RECEIPT

This Legal Acknowledgment of Receipt (the "Acknowledgment") is made effective as of Date: by and between Recipient Name: with principal address: and Discloser Name: with principal address: .

RECITALS

WHEREAS, Discloser has furnished or will furnish to Recipient certain tangible and intangible materials, documents, data and other information, including but not limited to the items described below, for the limited purpose of evaluation and related internal business review;

WHEREAS, the parties desire to establish and confirm Recipient's receipt of such materials and to set forth Recipient's obligations with respect to possession, handling, return and use of the materials pending any further agreement between the parties; and

WHEREAS, Recipient acknowledges that receipt of the materials does not constitute any grant of license, right or ownership in the materials except as expressly set forth in a separate written agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. ACKNOWLEDGMENT OF RECEIPT

Recipient hereby acknowledges that on Date of Receipt: it received the following items and materials from Discloser: Number/Type/Description:

Recipient further acknowledges receipt of Number of Copies/Units: and confirms that such items were received in good order unless otherwise noted in writing to Discloser.

2. USE, HANDLING AND CONFIDENTIALITY

Recipient shall use the materials solely for the Purpose described above and for no other purpose. Recipient shall store, handle and protect the materials with at least the same degree of care it accords its own confidential information, and in no event with less than reasonable care. Recipient shall not disclose, publish, reproduce, distribute or otherwise communicate the materials to any third party except with Discloser's prior written consent or as required by applicable law.

Materials marked or identified by Discloser as confidential: Yes No

If Recipient is permitted to disclose the materials to employees, contractors or advisors, Recipient shall ensure such persons are bound by confidentiality obligations no less protective than those set forth in this Acknowledgment and shall remain liable for any breach by such persons.

3. RETURN, DESTRUCTION AND CERTIFICATION

Upon Discloser's written request or upon termination of any evaluation period, Recipient shall, within Return Period (days): either (a) return to Discloser all originals and copies of the materials, or (b) destroy all such materials and provide to Discloser a written certification of destruction signed by an authorized officer of Recipient.

Recipient shall not retain any copies, summaries or extracts of the materials except as required by applicable law, and in such case shall notify Discloser promptly and limit retention to the minimum required.

4. NO LICENSE; NO WAIVER

Except as expressly stated in a written agreement signed by both parties, no license or intellectual property right is granted by Discloser to Recipient under this Acknowledgment, and no disclosure or delivery of materials shall be construed as a waiver of any right, title or interest of Discloser in the materials.

5. REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has full right, power and authority to enter into this Acknowledgment and to perform its obligations hereunder. Recipient represents that it is authorized to accept the materials and will act in accordance with this Acknowledgment.

6. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Discloser, its officers, directors and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's breach of this Acknowledgment, misuse of the materials or unauthorized disclosure of the materials by Recipient or its representatives.

7. NOTICES

All notices required or permitted under this Acknowledgment shall be in writing and shall be deemed delivered upon personal delivery, on the date indicated on the delivery receipt if sent by certified mail, or on the date of confirmed electronic transmission if transmitted by email to an address provided above.

8. AMENDMENT; WAIVER; COUNTERPARTS

This Acknowledgment may not be amended except by a writing signed by both parties. No failure or delay in enforcing any right shall constitute a waiver of that right. This Acknowledgment 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.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Acknowledgment shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

If any provision of this Acknowledgment is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. This Acknowledgment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10. CERTIFICATION

Recipient certifies that the individual signing below on behalf of Recipient is authorized to accept the materials and to bind Recipient to the terms of this Acknowledgment. Recipient further certifies that the information set forth in this Acknowledgment is true and correct to the best of Recipient's knowledge.

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