Legal Confidentiality Policies

LEGAL CONFIDENTIALITY POLICIES

This Legal Confidentiality Policies agreement (the "Policy") is entered into as of by and between Company Name: (the "Company") and Recipient Name: (the "Recipient").

RECITALS

WHEREAS, the Company possesses confidential and proprietary information relating to its business, operations, customers, products, services, technology, trade secrets, financial data and other sensitive information, including information disclosed in writing, orally, visually, or electronically (collectively, "Confidential Information");

WHEREAS, the Recipient desires to receive certain Confidential Information for the limited purpose of performing obligations or evaluating a business relationship, as described in Permitted Use: ; and

WHEREAS, the Company is willing to disclose Confidential Information to the Recipient subject to the terms and conditions set forth in this Policy to protect the Company's legitimate business interests.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information disclosed by or on behalf of the Company to the Recipient, whether disclosed orally, visually, electronically or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, trade secrets, formulas, algorithms, source code, designs, processes, drawings, specifications, financial information, forecasts, customer lists, pricing, marketing strategies, and business plans.

1.2 Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Policy by the Recipient; (b) was in the Recipient's lawful possession prior to receipt from the Company as documented by written records; (c) is rightfully received by the Recipient from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Company's Confidential Information, as demonstrated by contemporaneous written evidence.

2. Confidentiality Obligations

2.1 Duty of Confidentiality. The Recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Policy; and (c) use at least the same degree of care to protect the Company's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

2.2 Permitted Use. The Recipient shall use Confidential Information solely to evaluate or perform obligations related to the Permitted Use identified above and shall not use Confidential Information for competitive or other unauthorized purposes. The Recipient shall limit internal access to Confidential Information to employees, contractors and agents who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those in this Policy.

3. Permitted Disclosures

3.1 The Recipient may disclose Confidential Information to its employees, contractors, professional advisors and affiliates to the extent reasonably necessary to accomplish the Permitted Use, provided that such persons are informed of and bound by confidentiality obligations substantially similar to those in this Policy. The Recipient remains responsible for any breach of this Policy by such persons.

4. Exclusions

4.1 The obligations in this Policy shall not apply to information that falls within the exceptions set forth in Section 1.2. If the Recipient is compelled by law to disclose Confidential Information, the Recipient shall provide the Company with prompt written notice of such requirement (to the extent legally permitted) so that the Company may seek a protective order or other appropriate remedy.

5. Return or Destruction of Materials

Upon the Company's written request or upon termination of discussions or any business relationship between the parties, the Recipient shall, within days, promptly return or destroy all tangible materials containing Confidential Information and certify in writing that it has complied with this obligation; provided, however, that the Recipient may retain one archival copy of Confidential Information solely for compliance and authorized recordkeeping purposes, subject to the confidentiality obligations herein.

6. Data Security

6.1 The Recipient shall implement and maintain administrative, physical and technical safeguards designed to protect Confidential Information from unauthorized access, disclosure, alteration or destruction, consistent with industry standards for entities of similar size and scope. If the Company requires encryption for certain information, select requirement:

Encryption required for electronic transmission and storage

7. Term and Survival

7.1 This Policy shall commence on the Effective Date and shall continue in effect for a period of years, except that the Recipient's obligations with respect to Confidential Information that constitutes a trade secret shall survive for as long as such information remains a trade secret under applicable law.

8. Remedies

8.1 The Recipient acknowledges that a breach of this Policy may cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive relief and specific performance without the requirement to post a bond.

9. Notices

9.1 All notices required or permitted under this Policy shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic mail accompanied by a confirmatory hard copy sent by another permitted method. Notices shall be sent to the addresses set forth below or to such other address as either party designates in writing.

10. Amendments; Waiver

10.1 This Policy may be amended, modified or supplemented only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Policy will operate as a waiver of that right, nor will any single or partial exercise preclude further exercise.

11. Governing Law; Jurisdiction

11.1 This Policy shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Policy.

12. Entire Agreement; Severability; Counterparts

12.1 This Policy constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, representations and agreements, whether written or oral. If any provision of this Policy is held to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect. This Policy 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. Miscellaneous

13.1 No assignment of this Policy by any party shall be valid without the prior written consent of the other party, except that the Company may assign this Policy in connection with a merger, acquisition or sale of substantially all of its assets. The obligations of confidentiality and non-use set forth herein shall survive any assignment to the extent the assignee is bound by confidentiality obligations at least as protective as those set forth in this Policy.

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