Legal Covert Document

LEGAL COVERT DOCUMENT

This Legal Covert Document (the "Agreement") is made effective as of the day of , by and between Party A: with principal address at , and Party B: with principal address at . Each of Party A and Party B is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties anticipate exchange of sensitive information, operational plans, techniques, identities or other material related to covert activities, operations, or projects (collectively, "Covert Material"), the unauthorized disclosure of which would cause substantial harm to the Parties; and

WHEREAS, Party A possesses certain Covert Material and has an interest in maintaining strict confidentiality and control over dissemination and handling of such material; and

WHEREAS, Party B will receive, access, or otherwise be exposed to Covert Material in connection with collaboration described as: and will perform duties subject to the terms and protections set forth below.

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

1. DEFINITIONS

1.1 "Confidential Information" means all information, whether oral, written, electronic or otherwise, disclosed by a Disclosing Party to a Receiving Party that is designated as confidential or, by its nature, ought reasonably to be treated as confidential, including without limitation Covert Material, identities, methods, operational plans, communications, intelligence, tradecraft, technical data, and any notes, summaries or analyses derived therefrom.

1.2 "Disclosing Party" means the Party disclosing Confidential Information. "Receiving Party" means the Party receiving Confidential Information.

2. CLASSIFICATION LEVELS

The Parties acknowledge that Confidential Information may be subject to one or more classification designations. Indicate applicable designation(s):

Confidential Secret Top Secret Other

3. CONFIDENTIALITY OBLIGATIONS

3.1 The Receiving Party shall hold Confidential Information in strict confidence, using at least the same degree of care that it uses to protect its own confidential information but in no event less than a reasonable standard of care. The Receiving Party shall not disclose, publish, distribute, reproduce, reverse engineer, or otherwise disseminate Confidential Information except as expressly authorized in writing by the Disclosing Party.

3.2 The Receiving Party shall restrict access to Confidential Information to those of its employees, contractors, agents or representatives who have a strict need to know and who are subject to confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall be liable for any breach by such persons.

4. EXCEPTIONS

4.1 Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction on use or disclosure; (c) is rightfully obtained from a third party without breach of any obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4.2 If the Receiving Party is required by law, subpoena, or other legal process to disclose Confidential Information, the Receiving Party shall, to the extent permitted, provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek protective relief or other appropriate remedy.

5. TERM; RETURN OR DESTRUCTION

5.1 This Agreement shall commence on the effective date above and shall continue for a period of years, unless earlier terminated in accordance with this Agreement.

5.2 Upon expiration or termination of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's direction, securely destroy all physical and electronic copies of Confidential Information and certify in writing that such return or destruction has been completed.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement. The Receiving Party further represents that, to the extent applicable, all individuals to whom Confidential Information will be disclosed have the requisite security clearances and that the Receiving Party will maintain all required clearances for the duration of access.

7. SECURITY AND HANDLING

The Receiving Party shall implement administrative, physical and technical safeguards appropriate to the classification and sensitivity of the Confidential Information, including but not limited to access controls, encryption of electronic data at rest and in transit, secure storage of physical materials, and procedures to prevent unauthorized disclosure.

8. REMEDIES

The Parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief, specific performance and provisional remedies without the requirement of posting bond or other security.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the Receiving Party's breach of this Agreement.

9.2 EXCEPT FOR BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

10. CRIMINAL PENALTIES AND COMPLIANCE

The Parties acknowledge that unauthorized disclosure of certain Covert Material may give rise to criminal liability under applicable law. Nothing in this Agreement obligates any Party to violate applicable law or regulations. The Receiving Party shall comply with all applicable statutes, regulations and orders governing the handling of classified or otherwise controlled information.

Acknowledgement of risk and penalties: I acknowledge potential criminal penalties for unauthorized disclosure

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing:

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

12.2 No failure or delay by any Party in exercising any right shall operate as a waiver. Any waiver must be in writing.

12.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located in for resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL

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

14.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' intent.

14.3 The obligations of confidentiality, return or destruction, indemnity and any other provisions that by their nature survive termination shall survive the termination or expiration of this Agreement.

ADDITIONAL PROVISIONS

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