Legal Confidentiality Contract

LEGAL CONFIDENTIALITY CONTRACT

This Confidentiality Contract (the "Agreement") is entered into as of by and between Disclosing Party Name: with principal address and Receiving Party Name: with principal address (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary, and trade secret information, including but not limited to technical data, business plans, financial information, customer lists, and other material disclosed orally, in writing, or by inspection (collectively, "Confidential Information");

WHEREAS, Receiving Party desires to receive Confidential Information for the limited purpose of (the "Permitted Purpose"), and Disclosing Party is willing to disclose Confidential Information to Receiving Party subject to the terms and conditions set forth herein;

WHEREAS, the Parties intend by this Agreement to define their rights and obligations with respect to the Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether in written, oral, electronic, or other form, 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, designs, processes, software, formulas, drawings, prototypes, business plans, forecasts, customer and supplier lists, pricing, marketing strategies, and other business information.

2. CONFIDENTIALITY OBLIGATIONS

Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) not use Confidential Information for any purpose other than the Permitted Purpose without the prior written consent of Disclosing Party.

3. EXCLUSIONS

The obligations in Section 2 do not apply to information that Receiving Party can demonstrate by written record: (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) was lawfully known to Receiving Party prior to disclosure by Disclosing Party; (c) is independently developed by Receiving Party without use of or reference to Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

4. PERMITTED DISCLOSURES

Receiving Party may disclose Confidential Information only to those employees, contractors, advisors, and agents who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those contained in this Agreement. Receiving Party shall be liable for any breach of this Agreement by its representatives.

Receiving Party may disclose Confidential Information as compelled by law or a valid order of a court or governmental authority, provided that Receiving Party, to the extent legally permitted, gives Disclosing Party prompt written notice and cooperates with Disclosing Party, at Disclosing Party’s expense, in seeking a protective order or other appropriate remedy.

5. TERM

The obligations of Receiving Party with respect to each item of Confidential Information shall continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

6. RETURN OR DESTRUCTION

Upon Disclosing Party’s written request or upon termination of this Agreement, Receiving Party shall promptly, and in any event within days, return or destroy all materials and documents containing Confidential Information and certify in writing that it has done so, except that Receiving Party may retain one archival copy for compliance and recordkeeping subject to the obligations of this Agreement.

7. REMEDIES

Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief and specific performance to enforce the terms of this Agreement without posting a bond. Nothing herein shall limit Disclosing Party’s right to seek damages, including consequential and punitive damages where permitted by law.

8. NO LICENSE; NO OBLIGATION

Nothing in this Agreement grants Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. Disclosure of Confidential Information shall not be construed as an obligation by Disclosing Party to grant any license, right, or business opportunity.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the Parties at the addresses below by certified mail, overnight courier, or personal delivery and shall be deemed given upon receipt.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, and communications relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect and the Parties shall negotiate in good faith a substitute valid provision that most nearly effects the Parties' intent.

13. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

14. ASSIGNMENT; BINDING EFFECT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets; provided that the assignee agrees in writing to be bound by this Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be effective as originals.

16. NO THIRD-PARTY BENEFICIARIES

Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the Parties and their permitted successors and assigns.

ADDITIONAL TERMS

Yes, subject to the same obligations

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