Legal Confidential Information Agreement

LEGAL CONFIDENTIAL INFORMATION AGREEMENT

This Confidential Information Agreement ("Agreement") is made and entered into as of by and between Discloser Name: , with a principal address at , and Recipient Name: , with a principal address at .

RECITALS

WHEREAS, Discloser possesses certain confidential, proprietary and trade secret information relating to its business operations, technology, products, services and customers, the unauthorized disclosure of which would cause substantial harm to Discloser; and

WHEREAS, Recipient desires to receive such information for the limited purpose of evaluating or engaging in discussions concerning a potential business relationship between the parties (the "Purpose"), and Discloser is willing to disclose such information to Recipient on the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to protect the confidentiality of certain information that may be disclosed between them.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for 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 any non-public information, whether written, oral, electronic or other form, that is disclosed by Discloser to Recipient and that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, technical data, trade secrets, inventions, know-how, formulas, software (including source code and object code), product roadmaps, designs, business plans, forecasts, customer lists, pricing, marketing plans, financial information, and other proprietary information.

1.2 Confidential Information also includes analysis, compilations, studies, or other documents prepared by Recipient which contain or reflect such information.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

2.1 Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's lawful possession prior to receipt from Discloser without restriction on disclosure; (b) is or becomes generally available to the public through no breach of this Agreement by Recipient; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

3. CONFIDENTIALITY OBLIGATIONS

3.1 Recipient shall: (a) hold and maintain the Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Such measures shall be no less protective than those Recipient uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

3.2 Recipient may disclose Confidential Information only to its employees, agents, contractors, legal counsel and financial advisors (collectively, "Representatives") who have a need to know for the Purpose and who are informed of and bound by confidentiality obligations at least as protective as those contained in this Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.

4. PERMITTED DISCLOSURES

4.1 Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order, provided that Recipient gives Discloser prompt written notice of such requirement (to the extent legally permitted) so that Discloser may seek protective relief or other appropriate remedy. If such protective relief is not obtained, Recipient shall furnish only that portion of the Confidential Information that is legally required and will use reasonable efforts to obtain confidential treatment for such disclosure.

5. TERM AND RETURN OF MATERIALS

5.1 The obligations of confidentiality with respect to each item of Confidential Information commence on the date of disclosure and shall continue for a period of years after such disclosure, unless a longer period is required by applicable law or as otherwise agreed in writing.

5.2 Upon Discloser's written request, or upon termination of discussions between the parties, Recipient shall promptly return to Discloser or destroy, at Discloser's option, all documents and other tangible materials containing or representing Confidential Information and all copies thereof, except that Recipient may retain one archival copy solely for compliance and internal recordkeeping purposes subject to the confidentiality obligations of this Agreement.

6. REMEDIES

6.1 Recipient acknowledges that monetary damages would be insufficient to remedy a breach of this Agreement and that Discloser shall be entitled to seek injunctive relief, specific performance and any other equitable remedy in addition to any other remedies available at law or in equity. Such remedies shall be cumulative and not exclusive.

7. NO LICENSE; NO OBLIGATION

7.1 Nothing in this Agreement shall be construed as granting Recipient any license or other right under any patents, copyrights, trade secrets, trademarks or other intellectual property rights of Discloser, nor shall this Agreement obligate either party to proceed with any transaction or relationship.

8. INDEMNIFICATION

8.1 Recipient shall indemnify, defend and hold harmless Discloser from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Agreement, including any unauthorized disclosure or use of Confidential Information.

9. NOTICES

9.1 All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission with confirmation of receipt, to the addresses set forth above or such other address as a party may designate in writing.

10. AMENDMENTS AND WAIVER

10.1 Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

11. GOVERNING LAW; JURISDICTION

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for the resolution of disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, communications and understandings, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

13. COUNTERPARTS

13.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned images or electronic signature systems) shall be binding and treated as original signatures.

14. PURPOSE OF DISCLOSURE

15. ADDITIONAL PROVISIONS

15.1 The parties acknowledge that the disclosure of Confidential Information under this Agreement does not obligate either party to enter into any further agreement or transaction. The rights and obligations set forth in this Agreement are in addition to, and do not limit, any other rights or remedies available at law or in equity.

Sign Now