Legal Contract Disclosure

LEGAL CONTRACT DISCLOSURE

This Legal Contract Disclosure (the "Disclosure") is made as of by and between Disclosing Party Name: with address , and Receiving Party Name: with address .

RECITALS

WHEREAS, the parties anticipate negotiating and entering into a separate written contract (the "Primary Agreement") concerning ; and

WHEREAS, the parties acknowledge that certain material facts, relationships, financial interests, prior agreements, or confidential information may be required to be disclosed prior to execution of the Primary Agreement; and

WHEREAS, the parties desire to set forth the nature, scope and effect of such disclosures and the obligations of each party with respect thereto.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Disclosure, unless the context otherwise requires:

"Confidential Information" means all non-public information disclosed by a party in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, personnel information, trade secrets, and disclosed agreements.

"Disclosed Items" means the facts, relationships, financial interests, prior contracts, material terms, or other information specifically listed in Schedule A to this Disclosure, and any additions thereto made in accordance with Section 2.3.

2. DISCLOSURE OBLIGATIONS

2.1 Duty to Disclose. The Disclosing Party represents and warrants that, prior to execution of the Primary Agreement, it shall disclose to the Receiving Party all Disclosed Items known to it that are material to the rights, obligations or performance under the Primary Agreement.

2.2 Form of Disclosure. Disclosed Items shall be set forth in Schedule A attached hereto or in subsequent written supplements delivered in accordance with the Notices provision. For each disclosed item, the Disclosing Party shall provide a concise description of the item and the date of occurrence or the period to which it pertains.

2.3 Supplements. If, prior to execution of the Primary Agreement or during performance of the Primary Agreement, the Disclosing Party becomes aware of additional material items that should have been disclosed, it shall promptly provide a written supplement to Schedule A describing the item and the reason it is material.

3. REPRESENTATIONS AND WARRANTIES

3.1 By the Disclosing Party. The Disclosing Party represents and warrants that, to the best of its knowledge after due inquiry, the Disclosed Items identified in Schedule A are true, complete and accurate in all material respects as of the date of disclosure, and that no material fact required to be disclosed has been intentionally omitted.

3.2 By the Receiving Party. The Receiving Party represents that it will rely on the Disclosed Items solely to the extent expressly permitted by the Primary Agreement and this Disclosure, and that it has not relied upon any representation other than those expressly set forth in Schedule A or in a written supplement.

4. CONFIDENTIALITY AND USE

4.1 Confidential Treatment. All Disclosed Items constitute Confidential Information and shall be handled in accordance with the confidentiality obligations set forth below unless otherwise agreed in the Primary Agreement.

4.2 Permitted Use. The Receiving Party shall use Disclosed Items only for evaluation, negotiation, and performance of the Primary Agreement, and shall not disclose Disclosed Items to any third party except to its employees, agents or professional advisors with a strict need to know and subject to confidentiality obligations at least as protective as those in this Disclosure.

4.3 Exceptions. The obligations of confidentiality shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Disclosure; (b) was in the Receiving Party's lawful possession without restriction prior to receipt; (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation; or (d) is independently developed by the Receiving Party without use of the Disclosed Items.

5. INDEMNIFICATION

The Disclosing Party shall indemnify, defend and hold harmless the Receiving Party from and against any losses, liabilities, damages, costs and reasonable attorneys' fees arising out of any material inaccuracy or omission in the Disclosed Items, except to the extent such losses result from the Receiving Party's misuse of the Disclosed Items or its breach of this Disclosure.

6. LIMITATIONS ON RELIANCE

Except as expressly provided in the Primary Agreement or this Disclosure, the Receiving Party acknowledges that it is not entitled to rely upon any oral statements or representations not reduced to writing in Schedule A or in a written supplement. No representation is made regarding future events, prospects, forecasts or projections unless expressly set forth in writing.

7. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the opening paragraph or to such other address as a party may specify in writing in accordance with this Section.

8. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Disclosure must be in writing and signed by both parties. No failure or delay in exercising any right hereunder shall operate as a waiver of such right. This Disclosure may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Disclosure shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

If any provision of this Disclosure is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Disclosure, together with Schedule A and any written supplements, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings.

10. MISCELLANEOUS

10.1 No Admission. The disclosure of any item pursuant to this Disclosure shall not constitute an admission of liability or wrongdoing, nor shall it alter or replace any warranty or representation except as expressly stated in Schedule A.

10.2 Successors and Assigns. This Disclosure shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Disclosure without the prior written consent of the other party, which consent shall not be unreasonably withheld.

ACKNOWLEDGEMENTS

Each party acknowledges that it has read and understands this Disclosure and that it has had the opportunity to seek independent legal counsel prior to signing. The parties further acknowledge that the information provided in Schedule A is provided for purposes of informed consent and negotiation and that additional due diligence may be required.

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