Legal CDA Agreement

LEGAL CDA AGREEMENT

This Confidential Disclosure Agreement ("Agreement") is entered into as of Effective Date: by and between Disclosing Party Name: , an entity of type Individual Corporation Other, with principal place of business/address: ; and Recipient Party Name: , an entity of type Individual Corporation Other, with principal place of business/address: .

RECITALS

WHEREAS, Disclosing Party possesses certain business, technical and financial information that is confidential and proprietary and desires to disclose certain of that information to Recipient for the Purpose described below; and

WHEREAS, Recipient is willing to receive and use such information only upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define their rights and obligations with respect to the disclosure and protection of Confidential Information in connection with the evaluation and negotiation of a potential business relationship.

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

1. DEFINITIONS

1.1 "Confidential Information" means all written, electronic or oral information disclosed by Disclosing Party to Recipient, whether marked confidential or not, including but not limited to technical data, designs, drawings, formulas, business plans, financial information, customer lists, prototypes, software (including code), trade secrets and other proprietary information. Confidential Information includes information provided by Disclosing Party's affiliates, agents, consultants, or representatives.

1.2 Confidential Information does not include information that Recipient can demonstrate by competent written proof: (a) is or becomes generally available to the public through no wrongful act of Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Disclosing Party; (c) is received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Disclosing Party's Confidential Information.

2. PURPOSE

3. CONFIDENTIALITY OBLIGATIONS

3.1 Recipient shall hold and maintain the Confidential Information in strict confidence and shall not disclose such Confidential Information to any third party except as expressly permitted by this Agreement. Recipient shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

3.2 Recipient shall limit disclosure of Confidential Information to those of its employees, contractors and agents who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein. Recipient shall be responsible for any breach of this Agreement by such persons.

4. EXCLUSIONS

4.1 The parties acknowledge that the categories of information excluded from Confidential Information are limited to the circumstances described in Section 1.2. Any burden to establish an exclusion shall rest with the party asserting the same.

5. PERMITTED DISCLOSURES

5.1 Recipient may disclose Confidential Information to the minimum extent required by applicable law, regulation or valid order of a court or governmental body, provided that Recipient (to the extent legally permitted) gives prompt written notice to Disclosing Party and cooperates with Disclosing Party, at Disclosing Party's expense, in any effort to obtain confidential treatment or a protective order.

6. RETURN OR DESTRUCTION

6.1 Upon Disclosing Party's written request or upon termination of this Agreement, Recipient shall promptly return or, at Disclosing Party's election, destroy all material embodiments of Confidential Information and provide a written certification signed by an authorized officer confirming that such materials have been returned or destroyed, except that Recipient may retain one archival copy solely for compliance and internal legal purposes.

7. NO LICENSE; NO OBLIGATION

7.1 Nothing in this Agreement grants Recipient any rights, by license or otherwise, to Disclosing Party's patents, copyrights, trademarks, trade secrets or other intellectual property except as expressly set forth in a separate written agreement. Neither party shall be obligated to enter into any further agreement or transaction as a result of the disclosure of Confidential Information hereunder.

8. TERM; SURVIVAL

8.1 The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of years following the date of disclosure, provided that obligations with respect to trade secrets or information that otherwise merits protection for a longer period shall survive for so long as such information remains a trade secret under applicable law.

9. REMEDIES

9.1 Recipient acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that Disclosing Party 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.

10. INDEMNIFICATION

10.1 Recipient shall indemnify, defend and hold Disclosing Party harmless from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or unauthorized use or disclosure of Confidential Information, except to the extent such losses arise from Disclosing Party's gross negligence or willful misconduct.

11. NOTICES

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

12. GOVERNING LAW; VENUE

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties agree that exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located within such state, and each party hereby consents to the personal jurisdiction of those courts.

13. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

13.1 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 communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

14.1 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. Electronic, facsimile or scanned signatures shall be deemed originals for all purposes and shall bind the parties hereto.

15. MISCELLANEOUS

15.1 Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Sign Now