Legal CNCA Agreement

LEGAL CNCA AGREEMENT

This Confidentiality and Non‑Circumvention Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Disclosing Party: , an entity organized as , with principal place of business at ; and Receiving Party: , an entity organized as , with principal place of business at .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary and commercially valuable information relating to its business, operations, intellectual property, products, services, customers and prospective transactions (collectively, "Confidential Information"); and

WHEREAS, the parties wish to exchange Confidential Information for the limited purpose of evaluating and pursuing a potential business relationship or transaction described as Purpose:

WHEREAS, the parties desire to prevent unauthorized use and circumvention of each other's relationships, proprietary contacts and business opportunities in connection with the Purpose.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all nonpublic, proprietary or trade secret information disclosed, directly or indirectly, whether written, oral, electronic or tangible, including but not limited to technical data, financial information, customer lists, supplier and partner identities, pricing, marketing strategies, product roadmaps, prototypes, software, business plans and analyses, and all notes, summaries and derivatives thereof, regardless of whether marked "confidential."

1.2 "Circumvent" or "Circumvention" means any action by Receiving Party, its Affiliates or Representatives that intentionally avoids or seeks to avoid the involvement, participation or contractual compensation of Disclosing Party (or its Affiliates) with respect to contacts, introductions, business opportunities, transactions, vendors, clients or other relationships introduced by Disclosing Party.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Receiving Party shall (a) hold Confidential 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 a reasonable degree of care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement.

2.2 Receiving Party may disclose Confidential Information only to its officers, directors, employees, agents, advisors or Affiliates (collectively, "Representatives") who have a strict need to know for the Purpose, provided that Receiving Party (i) informs such Representatives of the confidentiality obligations hereunder and (ii) remains responsible for any breach of this Agreement by such Representatives.

3. EXCLUSIONS

Confidential Information shall not include information that Receiving Party can demonstrate by competent written evidence: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was rightfully in the possession of Receiving Party prior to disclosure as shown by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

4. NON‑CIRCUMVENTION

4.1 Receiving Party shall not, directly or indirectly, circumvent, avoid, bypass or obviate Disclosing Party with respect to any contact, introduction, client, supplier, investor, partner, or other third party introduced by Disclosing Party in connection with the Purpose, nor shall Receiving Party transact with such parties without the prior written consent of Disclosing Party.

4.2 The non‑circumvention obligations herein shall apply to any transaction, contract or business relationship that arises from or is materially related to Confidential Information or introductions made by Disclosing Party, and shall survive termination of this Agreement as set forth in Section 7.

5. NON‑SOLICITATION

During the Term and for a period of twelve (12) months thereafter, Receiving Party shall not solicit for employment or engagement any employee, contractor or consultant of Disclosing Party who was involved in the Purpose without Disclosing Party's prior written consent. This restriction does not apply to general solicitations that are not targeted at such individuals.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon Disclosing Party's written request, Receiving Party shall promptly return or securely destroy all tangible Confidential Information and certify in writing that it has complied. Notwithstanding destruction or return, Receiving Party may retain one archival copy of Confidential Information for compliance and recordkeeping subject to this Agreement.

7. TERM; SURVIVAL

7.1 This Agreement shall commence on the Effective Date and continue for a period of two (2) years unless earlier terminated by mutual written consent of the parties.

7.2 Notwithstanding termination, the obligations of confidentiality, non‑circumvention, non‑solicitation and any other provisions that by their nature should survive shall remain in effect for a period of two (2) years following termination or as otherwise expressly stated herein.

8. REMEDIES; INJUNCTIVE RELIEF

8.1 Receiving Party acknowledges that monetary damages may be insufficient to remedy a breach and that Disclosing Party shall be entitled to seek injunctive and equitable relief, including specific performance, in addition to all other remedies available at law or in equity.

8.2 In any action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and expenses.

9. LIMITATION OF LIABILITY

Except for a party's willful breach, fraud, gross negligence or obligations arising under Sections 2, 4 and 8, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall not exceed direct damages proven to have been caused by a breach.

10. 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, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or willful misconduct.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by registered or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

12. ASSIGNMENT

Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, sale of substantially all assets or similar transaction provided that the assignee assumes all obligations hereunder.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county in which the Disclosing Party's principal place of business is situated for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision constitutes a waiver of any other provision or a continuing waiver.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

16. COUNTERPARTS

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.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties acknowledge that they have read and understand this Agreement and have received independent legal advice or knowingly waived such advice.

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