Legal Anonymous Agreement

LEGAL ANONYMOUS AGREEMENT

This Legal Anonymous Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: a(n) Individual Corporation LLC Other and Second Party Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Party A possesses certain information and data that identifies or could be used to identify individuals, entities or sources (collectively, "Identifying Information"); and

WHEREAS, the Parties wish to permit limited use of certain information in a manner that protects the identity of persons and sources and prevents re-identification, while allowing transmission of non-identifying, aggregated, or otherwise de-identified results (the "Anonymous Materials"); and

WHEREAS, the Parties desire to set forth their respective obligations regarding anonymity, non-attribution, permitted disclosures and remedies for breach.

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

1. DEFINITIONS

1.1 "Anonymous Materials". "Anonymous Materials" means data, reports, analyses, documents or communications derived from Identifying Information that have been reasonably de-identified so that the information is not individually identifiable and cannot be readily associated with a particular person or source by using generally available means.

1.2 "Identifying Information". "Identifying Information" means any information that identifies or reasonably could be used to identify a natural person, entity, or source, including but not limited to names, addresses, direct or indirect identifiers, unique device identifiers, or other unique characteristics.

2. OBLIGATIONS OF THE PARTIES

2.1 Non-Attribution and Non-Identification. Each Party shall not use, disclose, publish or otherwise exploit Identifying Information for any purpose that would identify or reasonably permit the identification of any individual, entity or source. Each Party shall ensure that any Anonymous Materials disseminated to third parties cannot be re-identified using reasonable technical, administrative, or legal means.

2.2 Safeguards. Each Party shall implement and maintain administrative, technical and physical safeguards reasonably designed to prevent the unauthorized use or disclosure of Identifying Information, including access controls, encryption where appropriate, and policies that limit access to Authorized Recipients.

2.3 Authorized Recipients. Disclosure of Anonymous Materials shall be limited to persons or entities with a need to know for the Purpose described herein, and only after executing confidentiality obligations no less protective than those set forth in this Agreement.

3. PERMITTED DISCLOSURES

3.1 Aggregated Data. The Parties may disclose aggregated, statistical, or otherwise de-identified results that do not contain Identifying Information and cannot be re-identified through reasonable means.

3.2 Legal Process; Required Disclosures. A Party may disclose Identifying Information if compelled by law, regulation, or valid legal process; provided, however, the disclosing Party shall promptly notify the other Party of such compulsion to the extent legally permitted and shall cooperate in any lawful effort by the other Party to obtain confidential treatment or a protective order.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect for a period of year(s), unless earlier terminated as provided herein. Notwithstanding termination, obligations with respect to Identifying Information shall survive for a period of five (5) years from termination, except as otherwise required by law.

4.2 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

5. REMEDIES

The Parties acknowledge that any unauthorized disclosure or re-identification of Identifying Information would cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies without the requirement of posting a bond. The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

6. INDEMNIFICATION

Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) resulting from the indemnifying Party's breach of this Agreement or its negligent, willful or unlawful acts or omissions in connection with the use or disclosure of Identifying Information.

7. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF BUSINESS OR LOSS OF GOODWILL, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes, to the extent possible, the intended economic, legal and commercial objectives of the invalid provision.

13. COUNTERPARTS AND ELECTRONIC SIGNATURES

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 exchanged by electronic means (including by electronically-signed PDF or image) shall be binding on the Parties and have the same force and effect as original signatures.

Sign Now