Legal Disclosure Daisy

LEGAL DISCLOSURE DAISY

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

RECITALS

WHEREAS, the Disclosing Party possesses certain technical, business and financial information and materials described herein and referenced collectively as "Confidential Information" that have commercial value and are not generally known to the public; and

WHEREAS, the Receiving Party desires to receive Confidential Information for the limited purpose described below and the Disclosing Party is willing to disclose such Confidential Information to the Receiving Party pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the disclosure and protection of Confidential Information.

NOW THEREFORE

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing or by electronic or other means, including but not limited to business plans, financial data, technical designs, specifications, prototypes, trade secrets, customer lists, pricing, marketing strategies, and any analyses, compilations, studies or other documents prepared by the Receiving Party which contain or otherwise reflect such information.

1.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records; (c) is rightfully received by the Receiving Party from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by written records.

2. PURPOSE AND SCOPE OF DISCLOSURE

2.1 Purpose. The Disclosing Party agrees to disclose Confidential Information to the Receiving Party solely for the purpose of (the "Purpose").

2.2 Description of Disclosed Materials. The nature and categories of Confidential Information to be disclosed are described as follows:

3. OBLIGATIONS OF RECEIVING PARTY

3.1 Nonuse and Nondisclosure. The Receiving Party shall not use Confidential Information except as necessary to accomplish the Purpose and shall not disclose Confidential Information to any person or entity except as permitted in this Agreement.

3.2 Standard of Care. The Receiving Party shall exercise at least the same degree of care to avoid unauthorized use or disclosure of Confidential Information as it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

3.3 Permitted Recipients. The Receiving Party may disclose Confidential Information only to those of its officers, employees, contractors and advisors who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by such permitted recipients.

4. EXCEPTIONS

4.1 Required Disclosure. If the Receiving Party is compelled by law or valid legal process to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice to permit the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment for such disclosures.

5. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all tangible materials containing Confidential Information and shall certify in writing that such materials have been returned or destroyed, except for one copy retained solely for archival and compliance purposes and subject to the confidentiality obligations herein.

6. NO LICENSE; NO WARRANTY

6.1 No License. Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, under any patents, copyrights, trade secrets or other intellectual property rights of the Disclosing Party except as expressly set forth herein.

6.2 No Warranty. All Confidential Information is provided "AS IS" and the Disclosing Party disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose or noninfringement.

7. REMEDIES

The Receiving Party acknowledges that monetary damages may be inadequate to compensate the Disclosing Party for a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to all other remedies available at law or in equity.

8. INDEMNIFICATION

The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party, its officers, directors and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any unauthorized use or disclosure of Confidential Information by the Receiving Party or its permitted recipients.

9. LIMITATION OF LIABILITY

Except for breaches of Sections 3 (Obligations) and 8 (Indemnification) for which the Disclosing Party's remedies are not limited, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of this Agreement, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages.

10. TERM AND SURVIVAL

10.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated by written agreement of the parties.

10.2 Survival. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information shall survive for a period of from the date of disclosure of each item of Confidential Information or for such longer period as required by applicable law.

11. NOTICES

Notices to Disclosing Party

Notices to Receiving Party

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing. 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. SEVERABILITY

If any provision of this Agreement is held to be 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 a substitute provision that achieves the parties' original intent as nearly as possible.

14. GOVERNING LAW

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.

15. ENTIRE AGREEMENT

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

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. The parties agree to execute such further instruments and to take such further actions as may be necessary to effectuate the purposes of this Agreement.

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