Legal CFI Document

CONFIDENTIAL FINANCIAL INFORMATION AGREEMENT

This Confidential Financial Information Agreement (Agreement) is made and entered into as of Effective Date: by and between Disclosing Party: , an entity (Entity Type: Individual Corporation LLC Other ), whose principal address is , and Receiving Party: , an entity (Entity Type: Individual Corporation LLC Other ), whose principal address is .

RECITALS

WHEREAS, Disclosing Party possesses certain proprietary and non-public financial information, analyses, projections and supporting materials relating to its business and operations that are confidential and competitively sensitive (collectively, Confidential Financial Information); and

WHEREAS, Receiving Party desires to receive Confidential Financial Information for the limited purpose of evaluating a potential business relationship or transaction described as Purpose: ; and

WHEREAS, Disclosing Party is willing to disclose such Confidential Financial Information to Receiving Party only on the terms and conditions set forth herein.

NOW THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Confidential Financial Information" means all financial statements, forecasts, models, budgets, investor reports, pricing schedules, valuation analyses, tax information, accounting records, due diligence materials and any other written, electronic or oral information relating to Disclosing Party's finances, business plans, operations or prospects disclosed to Receiving Party, whether or not marked "confidential."

2. Confidentiality Obligations

2.1 Receiving Party shall: (a) hold Confidential Financial 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) not disclose Confidential Financial Information to any third party except as permitted by this Agreement; and (c) use Confidential Financial Information solely for the Purpose specified above.

3. Exclusions

3.1 Confidential Financial Information shall not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by Receiving Party; (b) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; (c) is independently developed by Receiving Party without reference to Disclosing Party's Confidential Financial Information; or (d) is required to be disclosed by operation of law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates to obtain a protective order or other appropriate remedy.

4. Permitted Disclosures

4.1 Receiving Party may disclose Confidential Financial Information to its employees, officers, directors, legal counsel, accountants, advisors and prospective financing sources (Representatives) who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Receiving Party will be responsible for any breach of this Agreement by its Representatives.

5. Term and Termination

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

5.2 Notwithstanding termination, Receiving Party's duty to hold Confidential Financial Information in confidence shall survive for a period of Survival Period (years): years from the date of termination, or for such longer period as required by applicable law with respect to personally identifiable or regulatory information.

6. Return or Destruction

6.1 Upon written request by Disclosing Party following termination or at Disclosing Party's election, Receiving Party shall promptly return or destroy all tangible materials containing Confidential Financial Information and, at Disclosing Party's election, shall certify in writing that all such materials have been returned or destroyed, except for one archival copy retained solely for compliance and litigation hold purposes.

7. Remedies

7.1 Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Financial Information may cause irreparable harm to Disclosing Party for which monetary damages may be inadequate. Accordingly, Disclosing Party shall be entitled to injunctive relief and specific performance in addition to any other remedies available at law or in equity.

8. Representations and Warranties; Indemnification

8.1 Each party represents that it has the authority to enter into this Agreement. Disclosing Party represents only that it believes in good faith that it has rights in the Confidential Financial Information it discloses; no other warranties, express or implied, are made regarding accuracy or completeness.

8.2 Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Receiving Party's breach of this Agreement.

9. Limitation of Liability

9.1 EXCEPT FOR A BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Notices

10.1 All notices required or permitted under this Agreement shall be in writing and delivered to the address below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

11. Amendments; Waiver; Counterparts

11.1 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. Failure or delay to exercise any right shall not constitute a waiver.

11.2 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. Signatures transmitted by electronic means shall be binding.

12. Governing Law; Entire Agreement; Severability

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.2 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 and understandings, whether written or oral, relating to such subject matter.

12.3 Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

13. Miscellaneous

13.1 Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control.

13.2 Compliance with Law: Receiving Party shall comply with all applicable laws and regulations in its handling of Confidential Financial Information.

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