Legal Confidential Document

LEGAL CONFIDENTIAL DOCUMENT

This Legal Confidential Document (the "Agreement") is made and entered into as of Day: Month: Year: by and between Disclosing Party Name: whose principal place of business or residence is: (the "Disclosing Party"), and Receiving Party Name: whose principal place of business or residence is: (the "Receiving Party").

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, including but not limited to business plans, financial data, product designs, technical specifications, customer lists, trade secrets and other information, whether written, electronic or oral, that the Disclosing Party desires to protect (collectively, "Confidential Information"); and

WHEREAS, the Receiving Party is willing to receive Confidential Information for the purpose of evaluating or engaging in a potential business relationship, collaboration or transaction described as: (the "Purpose"), subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained 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 information disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, technical data, formulas, algorithms, source code, designs, processes, business plans, forecasts, customer lists, pricing, financial information and other proprietary information.

1.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party without restriction on disclosure; (c) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose; (c) not disclose Confidential Information to any person or entity except as expressly permitted by this Agreement; and (d) take at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

2.2 The Receiving Party shall limit disclosure of Confidential Information to those of its employees, officers, directors, accountants, legal counsel, agents and professional advisors ("Representatives") who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.

3. PERMITTED DISCLOSURES

3.1 Notwithstanding Section 2, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates reasonably with the Disclosing Party in any lawful effort to limit the scope of disclosure or obtain confidential treatment.

3.2 The Receiving Party may disclose Confidential Information to potential investors, acquirers or partners in connection with an actual or proposed transaction involving the Disclosing Party, provided that such recipients are bound by written confidentiality obligations at least as protective as those contained herein.

4. RETURN OR DESTRUCTION

Upon the Disclosing Party's written request or upon termination of the Purpose, the Receiving Party shall, within days, return or, at the Disclosing Party's election, destroy all materials and embodiments of Confidential Information, including copies, notes and summaries, and shall certify in writing that it has complied with this obligation, to the extent permitted by applicable law and document retention policies.

5. TERM

This Agreement shall commence on the Effective Date and shall continue in effect for a period of years from the date of disclosure of each item of Confidential Information. Notwithstanding the foregoing, the Receiving Party's obligations with respect to Confidential Information that constitutes a trade secret shall continue for so long as such information remains a trade secret under applicable law.

6. REMEDIES

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

7. NO LICENSE OR OTHER RIGHTS

Nothing in this Agreement grants the Receiving Party any license, right or interest in or to the Disclosing Party's Confidential Information except as expressly set forth herein. No joint venture, partnership, employment or other business relationship is created by this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous 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. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

10. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted to best give effect to the parties' intent.

11. NOTICES

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

12. ASSIGNMENT; COUNTERPARTS

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 to a successor in connection with a merger, acquisition or sale of substantially all of its assets. 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.

13. SURVIVAL

The obligations of the Receiving Party under this Agreement with respect to Confidential Information shall survive termination of this Agreement for the period specified in Section 5 and as otherwise required by applicable law.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

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