Legal Black Agreement

LEGAL BLACK AGREEMENT

This Legal Black Agreement (the "Agreement") is entered into as of Effective Date: by and between First Party Name: , Entity Type: Individual Corporation LLC with principal address: (hereafter "First Party"), and Second Party Name: , Entity Type: Individual Corporation LLC with principal address: (hereafter "Second Party"). First Party and Second Party may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties desire to explore and exchange certain confidential business, technical and financial information regarding potential collaboration or other business arrangements;

WHEREAS, in connection with that collaboration each Party may disclose proprietary information that is valuable, secret and otherwise not readily available to the public; and

WHEREAS, the Parties wish to define their respective rights and obligations with respect to the protection, use, disposition and return of such information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Disclosing Party to a Receiving Party, whether disclosed in written, oral, electronic or other form, including but not limited to business plans, financial data, technical designs, source code, trade secrets, customer lists, pricing, product roadmaps, prototypes and other proprietary materials. Confidential Information shall not include information that (a) is or becomes publicly known other than through breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure as established by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. SCOPE AND PURPOSE

2.1 The Parties intend that Confidential Information disclosed under this Agreement shall be used solely for the purpose of evaluating and pursuing the potential business relationship described as: (the "Purpose"). The Receiving Party shall not use Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Standard of Care. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care. The Receiving Party shall limit access to Confidential Information to its officers, directors, employees, agents, advisors and contractors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

3.2 Prohibited Actions. The Receiving Party shall not disclose, copy, reproduce, transmit, distribute, reverse engineer or otherwise exploit Confidential Information except as expressly permitted by this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

4. EXCLUSIONS; MANDATORY DISCLOSURE

4.1 Exclusions. Confidential Information does not include information identified in Section 1.1 and is limited as set forth therein.

4.2 Mandatory Disclosure. If the Receiving Party is compelled by law or regulation to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) and cooperate in seeking a protective order or other remedial measure. The Receiving Party shall disclose only that portion of Confidential Information that is legally required.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for a period of Term Length (months): months unless earlier terminated in accordance with this Section.

5.2 Termination for Convenience. Either Party may terminate this Agreement upon written notice to the other Party delivered at least Termination Notice (days): days prior to the effective date of termination.

5.3 Survival. The Receiving Party's obligations with respect to Confidential Information disclosed during the Term shall survive termination or expiration of this Agreement for Survival Period (years): years, except as otherwise required by applicable law.

6. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party made at any time, the Receiving Party shall promptly return or irretrievably destroy all tangible materials containing Confidential Information and certify in writing that such return or destruction has been completed; provided, however, that the Receiving Party may retain one archival copy for record-keeping and compliance purposes subject to the confidentiality obligations herein.

7. OWNERSHIP; NO LICENSE

All Confidential Information and any derivatives thereof remain the exclusive property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, in or to the Confidential Information except the limited right to use the Confidential Information for the Purpose.

8. REMEDIES; INJUNCTIVE RELIEF

The Parties acknowledge that monetary damages will be inadequate to remedy a breach or threatened breach of this Agreement and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each Party shall indemnify and hold harmless the other Party from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of its representations, warranties or obligations under this Agreement.

9.2 Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of Sections 3 or 8, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, and the aggregate liability of either Party for claims arising under this Agreement shall be limited to Liability Cap Amount: .

10. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier, addressed to the contact and address provided above or as otherwise specified in writing.

11. ASSIGNMENT; COUNTERPARTS

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor by merger or sale of substantially all assets provided that the assignee assumes all obligations hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by authorized representatives of both Parties. The waiver of a breach of any provision shall not operate as a waiver of any other breach.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the federal and state courts located in Jurisdiction County/City: for resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

15.1 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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