Legal Disclosure Acknowledgment

LEGAL DISCLOSURE ACKNOWLEDGMENT

This Legal Disclosure Acknowledgment (the "Acknowledgment") is made and entered into as of the , by and between Client Name: ("Recipient") and Disclosing Party: ("Discloser").

RECITALS

WHEREAS, Discloser has provided or will provide certain written or oral information, materials and documents regarding business operations, plans, financial information, and other matters described below (collectively, "Disclosures"); and

WHEREAS, Recipient acknowledges receipt of Disclosures and desires to confirm Recipient's legal obligations regarding use, confidentiality, retention, and return of such Disclosures; and

WHEREAS, the parties intend by this Acknowledgment to specify the nature of the disclosures made, the limits on Recipient's use, and the remedies available to Discloser for breach.

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. Definitions

For purposes of this Acknowledgment, "Confidential Information" means all information, whether written, electronic or oral, provided by Discloser to Recipient that is identified at the time of disclosure as confidential or that, under the circumstances surrounding its disclosure, reasonably should be understood to be confidential, including but not limited to technical data, trade secrets, business strategies, financial information, customer lists, pricing, and product development plans.

2. Acknowledgment of Receipt

Recipient hereby acknowledges that Recipient has received the following Disclosures from Discloser on: , .

3. Confidentiality Obligations

Recipient shall hold and maintain Confidential Information in strict confidence and shall not disclose, publish, or disseminate such information to any third party except as expressly permitted in this Acknowledgment. Recipient shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

4. Permitted Use and Limitations

Recipient shall use Confidential Information solely for the purposes expressly authorized in writing by Discloser and shall not use Confidential Information for Recipient's own benefit or for the benefit of any third party. Recipient shall limit access to Confidential Information to those employees, agents or advisors with a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein.

5. Exceptions

The obligations in Sections 3 and 4 shall not apply to information that Recipient can demonstrate by competent written evidence: (a) is or becomes generally available to the public other than by a breach of this Acknowledgment by Recipient; (b) was rightfully in Recipient's possession prior to receipt from Discloser; (c) is lawfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

6. Mandatory Disclosures

If Recipient is required by applicable law, regulation or valid court order to disclose Confidential Information, Recipient shall, to the extent legally permitted, provide Discloser prompt written notice and cooperate with Discloser, at Discloser's expense, in seeking a protective order or other appropriate remedy to preserve the confidentiality of the information. Recipient shall disclose only that portion of the Confidential Information that is legally required.

7. Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Acknowledgment. Discloser represents only that it has the right to disclose the Confidential Information; Discloser makes no other warranties, express or implied, regarding the accuracy, completeness, or fitness for any particular purpose of the Confidential Information.

8. Remedies

Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to Discloser for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, Discloser shall be entitled to seek injunctive relief to prevent any threatened or actual breach of this Acknowledgment without proof of actual damages or the posting of any bond.

9. Indemnification

Recipient shall indemnify, defend and hold harmless Discloser, its affiliates and their respective officers, directors and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Acknowledgment or unauthorized disclosure or use of Confidential Information.

10. Term, Return and Survival

The obligations under this Acknowledgment shall commence on the Effective Date and shall continue for a period of years from the date of disclosure, except that the obligations of confidentiality with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law. Upon Discloser's written request, Recipient shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that such materials have been returned or destroyed.

11. Notices

All notices, requests, consents and other communications required or permitted under this Acknowledgment shall be in writing and addressed as specified below. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

12. Amendments and Waiver

No amendment or modification of this Acknowledgment shall be valid or binding unless made in writing and signed by authorized representatives of both parties. No waiver of any default shall constitute a waiver of any subsequent default.

13. Counterparts

This Acknowledgment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

14. Governing Law; Entire Agreement; Severability

Governing Law: This Acknowledgment shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles.

Entire Agreement: This Acknowledgment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Severability: If any provision of this Acknowledgment is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent.

CERTIFICATIONS AND ACKNOWLEDGMENTS

The undersigned certify that they have read and understand this Acknowledgment, that they are authorized to bind the party on whose behalf they sign, and that the statements made herein are true and correct to the best of their knowledge.

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