Legal Clean Team Agreement

LEGAL CLEAN TEAM AGREEMENT

This Legal Clean Team Agreement (the Agreement) is entered into as of by and between:

Disclosing Party: , an entity organized as Entity Type: Corporation LLC Partnership Individual, jurisdiction of organization: , principal address: .

Receiving Party: , an entity organized as Entity Type: Corporation LLC Partnership Individual, jurisdiction of organization: , principal address: .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential information, trade secrets, privileged materials and other non-public information, including legal, financial and operational data, that are relevant to the potential transaction, collaboration, evaluation or other business discussion between the parties (collectively, Confidential Information); and

WHEREAS, the parties desire to permit limited, controlled access to Confidential Information to those personnel designated to be members of a "Clean Team" for the exclusive purpose of evaluating and facilitating the proposed transaction or business relationship, under terms that protect confidentiality and legal privilege; and

WHEREAS, the parties intend that the Clean Team will review information in a manner that minimizes the risk of improper disclosure or waiver of attorney-client privilege or work product protections.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Clean Team" means the group of individuals identified by the Receiving Party, approved by the Disclosing Party pursuant to Section 2, who shall have access to Confidential Information solely in accordance with the restrictions of this Agreement.

1.2 "Privileged Materials" means documents or communications prepared for the purpose of legal advice or litigation, including attorney-client communications and work product, which the Disclosing Party designates as privileged and which are subject to the special protections set forth in Section 6.

2. PURPOSE AND SCOPE

2.1 Purpose. The Clean Team shall review Confidential Information for the limited purpose of evaluating, negotiating, advising on, and facilitating the proposed transaction or business relationship described above. The Clean Team shall not use Confidential Information for any other purpose.

2.2 Permitted Data. Permitted categories of information to be reviewed by the Clean Team include: financial projections, customer lists (with identifiers redacted as required by Disclosing Party), aggregated benchmarking data, and other categories expressly approved in writing. Permitted categories (if any) specific to this engagement:

3. CLEAN TEAM MEMBERS; APPROVAL

3.1 Designation. The Receiving Party shall provide to the Disclosing Party the names, titles and affiliations of individuals proposed to serve on the Clean Team, together with a brief description of their role and justification for access. Clean Team Lead:

3.2 Approval. The Disclosing Party shall have the right to withhold approval for any individual for reasonable cause including conflicts of interest, current employment with a competitor, or unsatisfactory background. Approval or objection shall be provided in writing within seven (7) business days of receipt of the proposed list.

4. ACCESS, SECURITY AND HANDLING

4.1 Access Controls. Clean Team members shall access Confidential Information only at locations and by means approved in advance by the Disclosing Party. Approved access methods and secure facilities or systems:

4.2 Electronic Security. Receiving Party shall implement and maintain commercially reasonable administrative, technical and physical safeguards to prevent unauthorized use or disclosure of Confidential Information, including encryption in transit and at rest, authentication controls, and logging of access.

4.3 Limited Copies. Clean Team members shall create no copies of Confidential Information except those strictly necessary for analysis. Any copies shall be securely labeled and maintained in a secure storage location:

5. CONFIDENTIALITY; RESTRICTIONS

5.1 Non-Disclosure. The Receiving Party shall ensure that Clean Team members use Confidential Information solely for the Purpose and do not disclose it to any other person or entity, except as expressly permitted herein.

5.2 Screening. Receiving Party shall cause Clean Team members to be subject to confidentiality and conflict screenings at least as protective as the Receiving Party's internal policies, and shall obtain written acknowledgments from each Clean Team member agreeing to be bound by this Agreement.

6. PRIVILEGED MATERIALS

6.1 Identification. The Disclosing Party shall identify any Privileged Materials in writing prior to or at the time of production. Privileged Materials shall not be accessed by the Clean Team unless expressly approved in writing by the Disclosing Party.

6.2 Return or Segregation. Privileged Materials shall be segregated and either returned or destroyed at the Disclosing Party's election immediately upon request. If Privileged Materials are inadvertently accessed, the Receiving Party shall promptly notify the Disclosing Party and comply with the procedures for return and non-use.

7. RETURN OR DESTRUCTION

Upon termination of the Clean Team's activities or upon request by the Disclosing Party, the Receiving Party shall, within ten (10) business days, return to the Disclosing Party or certify destruction of all Confidential Information (and all extracts and derivations thereof) in its possession, including electronic copies, except that counsel for a party may retain one archival copy for legal purposes subject to continued compliance with confidentiality obligations.

8. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the earlier of (a) the parties' written agreement terminating the Clean Team review, (b) the date the parties enter into a definitive agreement governing the proposed transaction in which the confidentiality provisions supersede this Agreement, or (c) two (2) years from the Effective Date, unless extended by mutual written agreement.

9. REMEDIES; INJUNCTIVE RELIEF

The parties acknowledge that breach of this Agreement may cause irreparable injury for which monetary damages would be an inadequate remedy. In the event of any threatened or actual breach, the non-breaching party shall be entitled to injunctive relief, specific performance and any other remedy available at law or in equity, without the necessity of posting bond.

10. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless the Disclosing Party and its officers, directors and employees from and against all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any unauthorized disclosure or misuse of Confidential Information by Clean Team members, except to the extent such loss is caused by the Disclosing Party's gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 5 (CONFIDENTIALITY), SECTION 6 (PRIVILEGED MATERIALS) OR FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.

12. NOTICES

All notices and 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). Notices shall be deemed given when delivered personally, when sent by confirmed electronic mail, or three (3) business days after deposit with a recognized overnight courier.

13. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The obligations and rights under this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all assets.

DESIGNATED REPRESENTATIVES

CERTIFICATIONS

Each party certifies that it has the requisite authority to enter into this Agreement and that the individual executing this Agreement on its behalf is authorized to bind the party hereto. Each party further certifies that it will take commercially reasonable steps to ensure Clean Team compliance with the terms hereof.

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