Legal Bank Secret Agreement

LEGAL BANK SECRET AGREEMENT

This Legal Bank Secret Agreement (the "Agreement") is made as of Effective Date: by and between Bank Name: a with principal address: (hereinafter "Bank" or "Disclosing Party"), and Recipient Name: a with principal address: (hereinafter "Recipient" or "Receiving Party").

RECITALS

WHEREAS, the Bank possesses non-public information, trade secrets and other confidential commercial, financial and customer-related data concerning its banking operations, customers, internal procedures and systems (collectively, "Confidential Information"); and

WHEREAS, the Bank desires to disclose certain Confidential Information to the Recipient for the limited purpose of Permitted Purpose: ; and

WHEREAS, the Recipient agrees to receive and safeguard such Confidential Information in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all information, whether oral, written, electronic or other form, disclosed by the Bank to the Recipient that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be understood to be confidential. Confidential Information includes, without limitation, customer lists, account information, transaction data, financial statements, internal controls, risk assessments, software, firmware, business strategies, pricing, vendor agreements, and security procedures.

1.2 "Permitted Purpose" means the specific purpose stated above and any additional written purposes agreed in advance and signed by authorized representatives of both parties.

2. Confidentiality Obligations

2.1 The Recipient shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the Permitted Purpose; and (c) restrict access to Confidential Information to those of its employees, agents or advisors who have a demonstrable need to know and who are bound by confidentiality obligations no less protective than those herein.

2.2 The Recipient shall not disclose Confidential Information to any third party without the Bank's prior written consent, except as expressly permitted by this Agreement.

3. Exclusions

3.1 Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Recipient; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) is independently developed by the Recipient without use of or reference to the Bank's Confidential Information; or (d) is known to the Recipient prior to disclosure as evidenced by contemporaneous written records.

4. Required Disclosures

4.1 If the Recipient is compelled by law, regulation, subpoena, governmental order or legal process to disclose Confidential Information, the Recipient shall, to the extent permitted, provide the Bank with prompt written notice and cooperate with the Bank to seek protective relief or other appropriate remedy. The Recipient shall only disclose that portion of Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment or a protective order.

5. Term and Survival

5.1 This Agreement shall commence on the Effective Date and continue for Term (years): unless earlier terminated by mutual written agreement.

5.2 Notwithstanding termination, the Recipient's obligations with respect to Confidential Information shall survive for Survival Period (years): years from the date of disclosure or for such longer period as required by applicable law.

6. Return or Destruction

6.1 Upon written request of the Bank, the Recipient shall promptly return or destroy all materials containing Confidential Information and shall, at the Bank's election, certify in writing the destruction or return of such materials within thirty (30) days following such request.

6.2 Notwithstanding return or destruction, the Recipient may retain one archival copy of Confidential Information solely for compliance, audit or record retention requirements, provided that such archival copy remains subject to the terms of this Agreement.

7. Remedies

7.1 The Recipient acknowledges that monetary damages for breach of this Agreement may be inadequate and that the Bank shall be entitled to seek injunctive or other equitable relief without the necessity of posting bond, in addition to any other remedies available at law or in equity.

8. No License; No Obligation

8.1 Nothing in this Agreement grants the Recipient any license, lien, ownership interest or other right in or to the Bank's Confidential Information except as expressly set forth herein. Nothing obligates the Bank to disclose any particular Confidential Information or to enter into any further agreement with the Recipient.

9. Notices

Bank Notice Contact

Recipient Notice Contact

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes.

11. Miscellaneous

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.2 Amendments and Waiver. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. A failure or delay in exercising any right shall not operate as a waiver.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the parties' intent.

11.4 Counterparts. 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. Facsimile or electronic signatures shall be effective as originals.

12. Acknowledgement

The Recipient acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel, and that it agrees to be bound by its terms.

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