Legal Confidentiality Agreement

LEGAL CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the Agreement) is entered into as of Day: Month: Year: (the Effective Date), by and between Client Name: with address: ("Disclosing Party"), and Recipient Name: with address: ("Receiving Party").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to its business, technical processes, products, services, operations, customers, pricing, financial data and other information disclosed in written, oral, electronic or other tangible form; and

WHEREAS, Receiving Party desires to obtain such Confidential Information for the limited purpose set forth below and Disclosing Party is willing to disclose Confidential Information to Receiving Party only on the terms and conditions contained in this Agreement.

WHEREAS, the parties wish to define their respective rights and obligations with respect to the Confidential Information in order to protect the proprietary interests of Disclosing Party.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

1. Definitions

1.1 "Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, in writing, electronically, or by inspection of tangible items, 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, technical data, trade secrets, know-how, formulas, algorithms, research, development, financial information, projections, business plans, customer and supplier lists, pricing and marketing strategies.

1.2 "Purpose" means the evaluation and discussion of a potential business relationship or transaction as described by the parties:

2. Exclusions From Confidential Information

Confidential Information does not include information that Receiving Party can demonstrate by competent written proof:

(a) was already in the public domain at the time of disclosure or becomes part of the public domain through no fault of Receiving Party; (b) was rightfully known to Receiving Party prior to disclosure by Disclosing Party as evidenced by written records; (c) is independently developed by Receiving Party without use of or reference to Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

3. Non-Disclosure and Non-Use

3.1 Receiving Party shall hold and maintain the Confidential Information in strict confidence and shall not disclose Confidential Information to any person or entity except as expressly permitted by this Agreement. Receiving Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 Receiving Party shall use Confidential Information solely for the Purpose and shall not use Confidential Information for any competitive purpose, personal gain, or to the detriment of Disclosing Party.

4. Permitted Disclosures

4.1 Receiving Party may disclose Confidential Information only to its employees, agents, contractors or advisors who have a strict need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party shall remain responsible for any breach of this Agreement by such persons.

4.2 If Receiving Party is compelled by law, regulation or valid legal process to disclose Confidential Information, it shall, to the extent legally permitted, provide Disclosing Party prompt written notice and cooperate with Disclosing Party in seeking an appropriate protective order or other remedy. Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose.

5. Term and Return of Materials

5.1 The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue for a period of years following termination or expiration of discussions between the parties, unless otherwise agreed in writing.

5.2 Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall promptly return or destroy, at Disclosing Party's option, all tangible materials embodying Confidential Information and shall certify in writing the destruction or return of such materials within days.

6. Remedies

Receiving Party acknowledges that monetary damages may be insufficient to remedy a breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive or equitable relief, without the requirement to post bond, in addition to any other remedies available at law or in equity.

7. No License; No Warranty

7.1 Nothing in this Agreement grants Receiving Party any license or other right under any patent, trademark, copyright, or other intellectual property right of Disclosing Party, except as expressly set forth herein.

7.2 All Confidential Information is provided "AS IS" and Disclosing Party makes no warranties, express or implied, as to its accuracy or completeness.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties: State/Province: without regard to its conflict of laws principles.

9. Notices

Notices to Disclosing Party:

Notices to Receiving Party:

10. Amendments; Waiver; Severability

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 waiving party. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Assignment; Counterparts

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, whether written or oral, relating to that subject matter.

13. Additional Provisions

13.1 The obligations of confidentiality set forth herein shall survive termination of this Agreement for the period specified in Section 5.1. 13.2 The parties agree that the remedies at law for any breach of this Agreement may be inadequate and that equitable relief shall be available in addition to monetary damages.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties.

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