Legal CA Document

LEGAL CA DOCUMENT

This Confidentiality and Assignment Agreement ("Agreement") is made and entered into as of by and between Company Name: , an entity (select one) Corporation LLC Individual, with principal place of business at (hereinafter "Disclosing Party"), and Recipient Name: , an entity (select one) Corporation LLC Individual, with address at (hereinafter "Receiving Party").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary and trade secret information concerning its business operations, products, services, technologies and customers that has commercial value and is not generally known to the public ("Confidential Information");

WHEREAS, Receiving Party desires to receive Confidential Information for the purpose of evaluating or performing a potential business relationship or services described as:

WHEREAS, the Parties desire to define their respective rights and obligations with respect to Confidential Information and to provide for assignment to Disclosing Party of intellectual property arising from Receiving Party's work relating to Disclosing Party's business.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether oral, written, electronic or other form, including but not limited to business plans, financial information, technical data, inventions, designs, trade secrets, customer lists, pricing, marketing plans and know-how. Confidential Information includes information designated as confidential and any information that, by its nature, should reasonably be understood to be confidential.

2. CONFIDENTIALITY OBLIGATIONS

Receiving Party shall: (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely for the Purpose set forth above. Receiving Party shall be responsible for any breach of this Agreement by its affiliates, employees, contractors or agents.

3. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes generally available to the public through no wrongful act of Receiving Party; (b) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is rightfully received by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

4. ASSIGNMENT OF INVENTIONS; WORK PRODUCT

To the fullest extent permitted by law, Receiving Party agrees to assign, and hereby assigns, to Disclosing Party all right, title and interest in and to any inventions, discoveries, improvements, developments, designs, works of authorship or other intellectual property conceived, reduced to practice or developed by Receiving Party, alone or with others, that (a) result from work performed for Disclosing Party or (b) relate to Disclosing Party's actual or demonstrably anticipated business, research or development ("Assigned Inventions"). Receiving Party shall execute and deliver such instruments and take such actions as Disclosing Party reasonably requests to effectuate the foregoing assignment.

5. TERM; SURVIVAL

This Agreement shall commence on the Effective Date and remain in effect for a period of years, unless earlier terminated by written agreement. Notwithstanding termination, Receiving Party's obligations with respect to Confidential Information and Assigned Inventions shall survive for a period of five (5) years from disclosure, except that obligations with respect to trade secrets shall survive for as long as such information remains a trade secret under applicable law.

6. RETURN OR DESTRUCTION

Upon written request by Disclosing Party, Receiving Party shall promptly return or destroy all materials containing Confidential Information and provide a written certification of destruction or return. Receiving Party may retain one archival copy of Confidential Information for compliance and record-keeping purposes subject to the confidentiality obligations herein.

7. REMEDIES

Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity, without requirement of posting bond.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Disclosing Party represents that it has the right to disclose the Confidential Information. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement or its negligent or willful misconduct.

10. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR THE ASSIGNMENT OBLIGATIONS HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY RECEIVING PARTY TO DISCLOSING PARTY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a Party may designate by notice to the other.

12. AMENDMENTS; WAIVER; SEVERABILITY

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach or default shall constitute a waiver of any other right hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the maximum extent permitted by law.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Parties agree that the state and federal courts located in the county of shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

14. ENTIRE AGREEMENT; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. CALIFORNIA CIVIL CODE SECTION 1542

The Parties acknowledge California Civil Code Section 1542, which provides that a general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release. To the extent applicable, Receiving Party hereby expressly waives any rights under Section 1542 with respect to Confidential Information and Assigned Inventions disclosed or developed as of the Effective Date.

MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties agree to cooperate and execute such further documents as necessary to carry out the purposes of this Agreement.

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