Legal Business Discretion Agreement

LEGAL BUSINESS DISCRETION AGREEMENT

This Legal Business Discretion Agreement (the "Agreement") is made as of Effective Date: , by and between Client Name: , Entity Type: Individual Corporation LLC, with principal place of business or residence at (hereinafter "Disclosing Party"), and Recipient Name: , Entity Type: Individual Corporation LLC, with principal place of business or residence at (hereinafter "Receiving Party"). Disclosing Party and Receiving Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary and commercially sensitive information related to its business operations, customers, pricing, processes, strategies, intellectual property and other matters;

WHEREAS, Receiving Party desires to receive such information for the limited purpose of evaluating or conducting a potential business relationship, transaction, or provision of services described as: (the "Purpose");

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to Confidential Information and the exercise of discretion in the handling of such information.

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 non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that by its nature would reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer and supplier lists, pricing, trade secrets, product designs, technical data, software, processes, models, prototypes, formulas, and marketing strategies.

1.2 "Disclosing Party" means the Party disclosing Confidential Information under this Agreement. "Receiving Party" means the Party receiving Confidential Information under this Agreement. "Authorized Representatives" means directors, officers, employees, contractors, agents, legal counsel, accountants and professional advisors who have a strict need to know and who are bound to maintain confidentiality no less protective than this Agreement.

2. SCOPE OF DISCLOSURE; DUTY OF DISCRETION

Receiving Party shall receive Confidential Information solely for the Purpose and shall (a) hold and maintain the Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information only for the Purpose and not for any competitive, commercial, or other purpose.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that (a) is or becomes generally available to the public other than by a breach of this Agreement by Receiving Party; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party, as demonstrated by competent written records; (c) is rightfully received from a third party without restriction and without breach of a duty of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by competent written records.

4. PERMITTED DISCLOSURES

4.1 Receiving Party may disclose Confidential Information to Authorized Representatives for the Purpose provided that Receiving Party (a) informs such persons of the confidential nature of the information and (b) is responsible for any breach of this Agreement by such persons. Receiving Party shall ensure that Authorized Representatives are subject to confidentiality obligations at least as restrictive as those set forth herein.

4.2 If Receiving Party is compelled by law, regulation or valid order of a court or governmental authority to disclose Confidential Information, Receiving Party shall, to the extent legally permitted, provide Disclosing Party prompt written notice of the requirement to disclose so Disclosing Party may seek a protective order or other appropriate remedy. Receiving Party shall cooperate reasonably with Disclosing Party at Disclosing Party's expense to obtain such remedy.

5. TERM; RETURN OR DESTRUCTION

5.1 This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in writing by mutual agreement.

5.2 Upon expiration or termination of this Agreement, or upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party or destroy, at Disclosing Party's option, all documents and materials containing Confidential Information and shall, within thirty (30) days, certify in writing that it has complied with this obligation, except to the extent retention of archival copies is required by law or internal document retention policies.

5.3 Notwithstanding termination, Receiving Party's obligations of confidentiality and nondisclosure with respect to Confidential Information shall survive for years from the date of disclosure or for such longer period as required by applicable law with respect to trade secrets.

6. NO GRANT OF RIGHTS

Nothing in this Agreement grants Receiving Party any license, right, title or interest in or to any intellectual property, Confidential Information or other proprietary rights of Disclosing Party except as expressly set forth for the Purpose. Receiving Party shall not reverse engineer, decompile, disassemble or attempt to derive the composition or internal structure of any Confidential Information.

7. NON-SOLICITATION AND NON-CIRCUMVENTION

7.1 During the Term of this Agreement and for a period of months thereafter, Receiving Party shall not solicit for employment or engagement any employee or contractor of Disclosing Party with whom Receiving Party had material contact as a result of the Purpose, unless Receiving Party obtains the prior written consent of Disclosing Party.

7.2 Receiving Party agrees not to circumvent, avoid, bypass or obviate Disclosing Party in any transaction or relationship that arises directly from Confidential Information, including introductions to or relationships with customers, suppliers or partners.

8. REMEDIES

Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies without the requirement to post bond, in addition to any other remedies available at law or equity. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the indemnifying Party or its Authorized Representatives.

10. NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five (5) days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a Party designates by notice in accordance with this section.

11. GOVERNING LAW; JURISDICTION

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

12. MISCELLANEOUS

12.1 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, proposals, and communications, whether oral or written.

12.2 Amendments; Waiver. Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

12.4 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 instrument. Signatures delivered by facsimile, email transmission of an image or other electronic means shall be deemed to be original signatures.

13. ADDITIONAL TERMS

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