Legal Background Agreement

LEGAL BACKGROUND AGREEMENT

This Legal Background Agreement (the Agreement) is entered into as of by and between Discloser Name: with principal address: (Discloser), and Recipient Name: with principal address: (Recipient).

RECITALS

WHEREAS, Discloser possesses certain background materials, factual histories, records, analyses and related information concerning legal matters, transactions, events and representations (collectively, Background Materials) that are relevant to Recipient's evaluation of the matters described below; and

WHEREAS, Recipient requires access to the Background Materials solely for the limited purpose of and shall not use such materials for any other purpose; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the disclosure, use, protection and return of the Background 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

1.1 "Background Materials" means all documents, data, notes, summaries, electronic files, communications and other tangible or intangible information provided by Discloser to Recipient under this Agreement, whether delivered in writing, verbally or electronically, and including any copies or extracts thereof.

1.2 "Confidential Information" means Background Materials and any other nonpublic information that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

2. DISCLOSURE; DELIVERY

2.1 Discloser shall deliver or make available to Recipient the Background Materials described as:

2.2 Delivery Date:

2.3 Discloser represents that, to the best of its knowledge, the Background Materials are accurate in all material respects as of the Delivery Date, provided that Discloser makes no representation or warranty as to the completeness of the Background Materials for any particular purpose.

3. PERMITTED USE; CONFIDENTIALITY

3.1 Recipient shall use the Background Materials solely for the Permitted Purpose set forth in this Agreement and shall not use such materials for any litigation, public disclosure, solicitation, marketing or other purpose without the prior written consent of Discloser.

3.2 Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care, and shall limit access to the Confidential Information to those of its employees, advisors and agents who have a bona fide need to know and who are under confidentiality obligations no less restrictive than those contained herein.

3.3 Recipient shall not disclose any Confidential Information to any third party except (a) to its legal counsel or accountants for the Permitted Purpose, or (b) pursuant to a court order or other legal compulsion, provided Recipient provides prompt written notice to Discloser and cooperates reasonably with Discloser's efforts to obtain a protective order.

4. OWNERSHIP; NO LICENSE

4.1 All Background Materials and any intellectual property rights therein are and shall remain the exclusive property of Discloser. No grant of ownership or any license, express or implied, is made by Discloser under this Agreement except the limited right to review and use the Background Materials for the Permitted Purpose.

5. REPRESENTATIONS AND WARRANTIES

5.1 Discloser represents and warrants that it has the authority to disclose the Background Materials and that to the best of Discloser's knowledge the Background Materials do not infringe any third party proprietary rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, THE BACKGROUND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 Recipient shall indemnify, defend and hold harmless Discloser and its officers, directors and agents from and against any and all liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement, misuse of the Background Materials or violation of applicable law in connection with the Permitted Purpose.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED unless otherwise agreed in writing.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date set forth above and shall continue until terminated by either party upon days' prior written notice to the other party.

8.2 Upon termination or expiration, Recipient shall promptly return or destroy all Confidential Information in its possession in accordance with Section 9 and shall provide a written certification of destruction if requested by Discloser.

9. RETURN OR DESTRUCTION

9.1 Upon written request of Discloser or upon termination of this Agreement, Recipient shall, at Discloser's option, return all Confidential Information and copies thereof or permanently destroy such materials and certify in writing to Discloser the completion of destruction.

10. NOTICES

10.1 All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended 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 of that right.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 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 and negotiations, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall substitute for the invalid or unenforceable provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

MISCELLANEOUS

Yes No

Sign Now