Legal Disclosure Document

LEGAL DISCLOSURE DOCUMENT

This Legal Disclosure Document (the "Agreement") is made effective as of by and between Disclosure Provider: with principal address and Recipient: with principal address (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Disclosure Provider possesses certain confidential, proprietary, technical, business, financial and other information that may be disclosed to Recipient in connection with the Parties' business relationship (the "Confidential Information"); and

WHEREAS, Recipient desires to receive such Confidential Information for the limited purpose of evaluating or performing the activities described in Section 2 below; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to disclosure, use, protection, and return or destruction of Confidential Information.

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

1. DEFINITIONS

1.1. "Confidential Information" means all non-public information, whether written, oral, electronic or other form, disclosed by Disclosure Provider to Recipient that is designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, inventions, trade secrets, customer lists, software, technical specifications, prototypes, and know-how.

1.2. Confidential Information excludes information that: (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully known to Recipient without restriction prior to disclosure as evidenced by contemporaneous written records; (c) is rightfully received by Recipient from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Disclosure Provider's Confidential Information, as demonstrated by written records.

2. SCOPE OF DISCLOSURE

2.1. Purpose. Disclosure Provider will disclose Confidential Information to Recipient for the following purpose:

2.2. Attachments. The following documents or schedules are expressly included in Confidential Information:

3. CONFIDENTIALITY OBLIGATIONS

3.1. Recipient shall (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as Recipient uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for the Purpose defined in Section 2.1; and (c) disclose Confidential Information only to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

3.2. Exceptions. Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that Recipient (to the extent lawful and practicable) gives Disclosure Provider prompt written notice of such requirement and cooperates, at Disclosure Provider's expense, in any reasonable attempt to obtain a protective order or other remedy.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder.

4.2. Disclosure Provider represents only that to the best of its knowledge at the time of disclosure the Confidential Information provided is accurate; Disclosure Provider makes no other warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

5. RETURN OR DESTRUCTION

Upon written request by Disclosure Provider, Recipient shall promptly return or destroy all materials containing Confidential Information, including all copies, and, upon request, provide a written certification signed by an officer or authorized representative confirming destruction or return.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1. Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from such indemnifying Party's breach of this Agreement.

6.2. Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations hereunder, neither Party shall be liable for consequential, incidental, special or punitive damages, and each Party's aggregate liability shall not exceed the direct damages proven and attributable to the breach.

7. TERM AND TERMINATION

7.1. Term. This Agreement shall commence on the Effective Date set forth above and shall continue for a period of unless earlier terminated by either Party upon thirty (30) days' prior written notice.

7.2. Survival. Obligations with respect to Confidential Information disclosed during the term shall survive termination for a period of from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

8. NOTICES

All notices, requests, consents and other communications hereunder must be in writing and shall be deemed to have been given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by written notice:

9. AMENDMENTS; WAIVER; COUNTERPARTS

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

9.2. Waiver. Failure or delay by either Party in exercising any right shall not operate as a waiver of that right. A waiver is valid only if in writing and signed by the waiving Party.

9.3. Counterparts. 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 delivered by electronic means shall be binding.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction designated here: without regard to its conflicts of law principles.

10.2. 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 and understandings, whether written or oral, relating thereto.

10.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the Parties' original intent.

11. MISCELLANEOUS

11.1. Remedies. Recipient acknowledges that monetary damages may be insufficient to remedy a breach and that Disclosure Provider shall be entitled to seek injunctive or equitable relief without proving actual damages in addition to any other remedies available at law or in equity.

11.2. Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest to substantially all of the assigning Party's business assets.

I acknowledge that I have read and understand this Agreement and that knowingly providing false or misleading information in connection with disclosures may subject the providing Party to legal liability.

I acknowledge and agree to the terms of this Agreement.

NOTICES CONTACT INFORMATION

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