Legal Contract & Disclosure Agreement

LEGAL CONTRACT & DISCLOSURE AGREEMENT

This Legal Contract & Disclosure Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: with address: (hereinafter "Disclosing Party"), and Recipient Name: with address: (hereinafter "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, including technical, financial and business information, trade secrets, know-how, customer lists, pricing, and other data (collectively, "Confidential Information") that has value to the Disclosing Party; and

WHEREAS, the Receiving Party desires access to such Confidential Information solely to evaluate and engage in discussions concerning (the "Purpose"); and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the protection, disclosure and use of the 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 acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing, or in electronic or other form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes but is not limited to technical data, trade secrets, business and marketing plans, financial information, product designs, software, source code, and customer information.

1.2 Confidential Information does not include information that (a) is or subsequently becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was lawfully within the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. DISCLOSURE AND USE

2.1 The Disclosing Party will disclose Confidential Information to the Receiving Party as necessary for the Purpose. The Receiving Party shall (a) use the Confidential Information only for the Purpose; (b) not disclose Confidential Information to any person or entity except as expressly permitted by this Agreement; and (c) protect Confidential Information from unauthorized use, disclosure or access with at least the same degree of care that the Receiving Party uses to protect its own confidential information, but in no event less than a reasonable degree of care.

2.2 The Receiving Party may disclose Confidential Information only to those of its officers, employees, contractors and advisors who have a strict need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its permitted recipients.

3. CONFIDENTIALITY EXCEPTIONS & COMPULSORY DISCLOSURE

3.1 If the Receiving Party is compelled by law, regulation or valid order of a court or governmental agency to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

4. SECURITY, RETURN AND DESTRUCTION

4.1 The Receiving Party shall implement and maintain reasonable administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of the Confidential Information.

4.2 Upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, irretrievably destroy all tangible materials containing Confidential Information and shall certify in writing that such return or destruction has been completed within days of receipt of such request.

5. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

5.1 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. The Disclosing Party represents only that it has authority to disclose the Confidential Information; the Disclosing Party makes no other warranty, express or implied, with respect to the accuracy or completeness of Confidential Information.

5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party and its officers, directors and representatives from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Receiving Party or its permitted recipients.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

8. TERM; SURVIVAL

8.1 This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated by mutual written agreement or as provided herein.

8.2 Notwithstanding termination or expiration, the 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, except for trade secrets which shall remain subject to protection for as long as such information qualifies as a trade secret under applicable law.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, addressed to the Parties at the addresses set forth above (or at such other address as a Party may designate by notice given in accordance with this Section).

10. GOVERNING LAW; JURISDICTION

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. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising under or relating to this Agreement.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER

11.1 This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether written or oral.

11.2 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to give effect to the intent of the Parties as nearly as possible.

13. ASSIGNMENT; THIRD-PARTY RIGHTS; COUNTERPARTS

13.1 Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition or sale of all or substantially all of its assets so long as the assignee assumes all obligations hereunder.

13.2 This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights upon any other person or entity.

13.3 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 deemed binding.

14. MISCELLANEOUS PROVISIONS

14.1 The Parties acknowledge that monetary damages may be an inadequate remedy for unauthorized disclosure or use of Confidential Information and that, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent such disclosure or use.

The undersigned acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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