Legal Confidential Request Form

Legal Confidential Request Form

This Confidential Request Form is made Effective Date: by and between Requesting Party Name: and Receiving Party Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Requesting Party possesses certain information, documents, or materials that Requesting Party asserts are confidential, proprietary, privileged, or otherwise entitled to protection from public disclosure (collectively, "Confidential Information"); and

WHEREAS, Receiving Party requires access to portions of the Confidential Information for the limited purpose described in this Form and only to the extent necessary for evaluation, litigation, settlement discussions, regulatory submission, or other legitimate legal purposes specified below; and

WHEREAS, Requesting Party seeks formal confidential treatment of certain items or categories of information and wishes to set forth the terms under which such information will be designated, handled, protected, and returned or destroyed.

NOW THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and intending to be legally bound, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Form, "Confidential Information" means any nonpublic information, whether oral, written, electronic or other form, that Requesting Party designates in good faith as confidential at the time of disclosure or that, under the circumstances, a reasonable person would understand to be confidential. Confidential Information includes, without limitation, business operations, financial data, technical data, research and development, customer lists, trade secrets, privileged communications, and any documents or testimony designated as confidential in connection with litigation or regulatory proceedings. Confidential Information shall not include information that (a) is or becomes publicly available other than by breach of this Form by Receiving Party; (b) is rightfully received by Receiving Party from a third party without restriction and without breach of a confidentiality obligation; (c) is independently developed by Receiving Party without use of Requesting Party's Confidential Information; or (d) is disclosed pursuant to court order or other legal compulsion, provided Receiving Party complies with Section 10 (Notices) and seeks protective measures where available.

2. SCOPE AND PURPOSE

The Confidential Information disclosed under this Form shall be used solely for the following purpose(s): . Receiving Party shall not use Confidential Information for any competitive, commercial, or other purposes except as expressly authorized in writing by Requesting Party.

3. REQUEST FOR CONFIDENTIAL TREATMENT

Requesting Party hereby requests that Receiving Party afford confidential treatment to the items or categories identified below. Designation shall be made by marking copies delivered or otherwise identifying items at the time of disclosure. For testimony or disclosures made orally, Requesting Party shall designate in writing within days after the oral disclosure those portions to be treated as Confidential Information.

Documents and correspondence Deposition testimony Source code / technical diagrams Financial information

4. OBLIGATIONS OF RECEIVING PARTY

Receiving Party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) limit disclosure to those employees, agents, counsel, experts or consultants with a need to know who are bound by confidentiality obligations at least as protective as those contained herein; (c) not disclose Confidential Information to any third party without prior written consent of Requesting Party except as permitted by this Form; and (d) not copy, reproduce, or otherwise use Confidential Information except as reasonably necessary for the Permitted Purpose.

5. DURATION OF CONFIDENTIALITY

Unless otherwise agreed in writing, Confidential Information shall remain subject to this Form for a period of years from the Effective Date, except that trade secrets and privileged materials shall remain protected for so long as they qualify for protection under applicable law.

6. RETURN OR DESTRUCTION

Upon written request by Requesting Party or upon final termination of the matter for which Confidential Information was disclosed, Receiving Party shall, at Requesting Party's option, promptly return or destroy all Confidential Information in its possession and certify in writing within days that such return or destruction has been completed. Notwithstanding return or destruction, counsel may retain copies of Confidential Information to the extent required by law or for archival purposes, subject to the obligations herein.

7. COURT FILINGS AND SEALED PROCEEDINGS

If Confidential Information is included in a filing with a tribunal or government body, Receiving Party shall follow applicable procedures to seek confidential or sealed treatment and shall provide Requesting Party reasonable advance notice and an opportunity to apply for such protection. Receiving Party shall contest any order that would compel disclosure of Confidential Information, to the extent permitted by law and except where disclosure is required by law.

8. REMEDIES

Receiving Party acknowledges that breach of this Form may cause irreparable harm for which monetary damages may be inadequate and that Requesting Party shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity. The prevailing party in any action to enforce this Form shall be entitled to recover reasonable attorneys' fees and costs.

9. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Requesting Party represents that it has the right to request confidential treatment of the materials identified and that such request is made in good faith. Except as expressly provided herein, Requesting Party gives no warranty as to the accuracy or completeness of Confidential Information. Receiving Party agrees to indemnify and hold Requesting Party harmless from any losses, damages, or liabilities arising from Receiving Party's unauthorized disclosure or use of Confidential Information.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the persons and addresses set forth below (or to such other addresses as a Party may designate by notice). Notice shall be deemed given upon receipt.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

This Form may be amended or supplemented only by a written agreement signed by authorized representatives of both Parties. No failure or delay in exercising any right under this Form shall constitute a waiver. This Form may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the law of the jurisdiction specified below without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Form. This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Form is held invalid or unenforceable, the remainder of the Form shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely effects the Parties' intent.

CERTIFICATION BY REQUESTING PARTY

Requesting Party certifies that it reasonably believes the materials identified in this Form contain confidential, proprietary, privileged or otherwise protectable information and that this request for confidential treatment is not made for an improper purpose. Requesting Party acknowledges that false designation of materials as confidential may entitle Receiving Party to seek relief, including costs and attorneys' fees.

ADDITIONAL TERMS

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