Legal Consent Confidentiality Form

LEGAL CONSENT CONFIDENTIALITY FORM

This Legal Consent Confidentiality Form (the "Agreement") is entered into as of by and between Disclosing Party: , with principal address at , and Receiving Party: , with principal address at .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information concerning its business, operations, customers, trade secrets, technical data, financial information and other material that Disclosing Party deems confidential (collectively, "Confidential Information"), a non-exhaustive description of which is:

WHEREAS, Receiving Party desires to receive such Confidential Information for the limited purpose of , and Disclosing Party is willing to disclose such Confidential Information to Receiving Party subject to the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the disclosure, use and protection of Confidential Information.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, in writing or by inspection of tangible objects, including but not limited to business and marketing plans, technology and technical information, product designs, financial information, customer and supplier lists, and any analyses, compilations or derivations thereof. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by Receiving Party; (b) was in Receiving Party's lawful possession prior to disclosure by Disclosing Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

2. CONSENT TO DISCLOSURE

2.1 Disclosing Party hereby consents to the disclosure of Confidential Information to Receiving Party solely for the Purpose described above. Such consent is limited to disclosures made in accordance with this Agreement and does not constitute a waiver of any proprietary rights in such information.

2.2 Receiving Party acknowledges that the disclosure of Confidential Information is made subject to the restrictions set forth in this Agreement and agrees that it shall not disclose, distribute or disseminate Confidential Information except as expressly permitted herein.

3. NON-DISCLOSURE AND NON-USE

3.1 Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (c) not use Confidential Information for any purpose other than the Purpose without the prior written consent of Disclosing Party.

3.2 Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

4. REQUIRED DISCLOSURE

If Receiving Party is required by law, regulation, or valid order of a court or governmental authority to disclose any Confidential Information, Receiving Party will, to the extent legally permitted, provide Disclosing Party with prompt written notice of such requirement so that Disclosing Party may seek a protective order or other appropriate remedy. Receiving Party will disclose only that portion of the Confidential Information that it is legally required to disclose and will use reasonable efforts to obtain confidential treatment for any disclosed Confidential Information.

5. RETURN OR DESTRUCTION

Upon Disclosing Party's written request, Receiving Party shall promptly return or destroy all materials and copies containing Confidential Information and, upon request, certify in writing that such return or destruction has been completed, except that Receiving Party may retain one archival copy solely for compliance purposes subject to the confidentiality obligations herein.

6. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated by written agreement of the parties. Notwithstanding termination, Receiving Party's obligations with respect to Confidential Information disclosed during the term shall survive for a period of years from the date of disclosure, or for such longer period as required by law.

7. REMEDIES; INJUNCTIVE RELIEF

The parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive relief, specific performance or other equitable remedies in addition to any other remedies available at law or in equity. Such remedies shall be cumulative and not exclusive.

8. LIMITATION OF LIABILITY

Except for willful breaches or gross negligence, neither party shall be liable to the other for consequential, incidental, indirect or punitive damages arising out of or related to this Agreement. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed direct damages proven and limited to the amount of actual proven damages.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice to the other party.

10. AMENDMENTS; WAIVER

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

11. COUNTERPARTS

This Agreement 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. Signatures transmitted by electronic means shall be effective as originals.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

13. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Disclosing Party represents that it has the right to disclose the Confidential Information. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

14. ADDITIONAL PROVISIONS

The parties may, by mutual written consent, specify additional categories of Confidential Information or carve-outs specific to this transaction in an attached schedule. Such schedule, if executed, shall be incorporated by reference and shall control to the extent of any inconsistency.

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