Legal Disclosure Documents

LEGAL DISCLOSURE DOCUMENTS

This Legal Disclosure Agreement (the Agreement) is entered into as of by and between Disclosing Party: , an entity of type Corporation LLC Individual, with principal place of business at ; and Receiving Party: , an entity of type Corporation LLC Individual, with principal place of business at .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information, trade secrets, business plans, financial data, technical data, customer lists, and other materials valuable to Disclosing Party's business (collectively, Disclosed Information); and

WHEREAS, Receiving Party desires to receive Disclosed Information solely for the purposes of evaluation, negotiation, and performance of the business relationship described herein; and

WHEREAS, the parties intend to define the terms and conditions under which Disclosed Information will be provided and protected.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

"Disclosed Information" means all information, whether written, oral, electronic or embodied in materials, that is furnished or made available by Disclosing Party to Receiving Party, including without limitation technical data, prototypes, specifications, designs, software, source code, business plans, financial information, customer lists and pricing. Disclosed Information shall be identified at the time of disclosure as confidential if in tangible form or, if disclosed orally, confirmed in writing within thirty (30) days.

2. SCOPE OF DISCLOSURE

Disclosing Party shall disclose Disclosed Information to Receiving Party for the following purpose(s):

3. CONFIDENTIALITY OBLIGATIONS

Receiving Party shall: (a) hold Disclosed Information in strict confidence and exercise at least the same degree of care to avoid disclosure as it uses with its own confidential information, but in no event less than reasonable care; (b) use Disclosed Information solely for the Purpose set forth in Section 2; (c) not disclose Disclosed Information to any third party except as expressly permitted by this Agreement; and (d) restrict access to Disclosed Information to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

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

5. COMPULSORY DISCLOSURE

If Receiving Party is legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose Confidential Information, Receiving Party shall provide Disclosing Party with prompt written notice so that Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, Receiving Party may furnish only that portion of the Confidential Information that Receiving Party is advised by written opinion of counsel is legally required to disclose and will use reasonable efforts to obtain confidential treatment for such disclosed information.

6. RETURN OR DESTRUCTION

Upon Disclosing Party's written request, Receiving Party shall promptly return to Disclosing Party or, at Disclosing Party's option, destroy all materials and copies containing Disclosed Information and shall certify in writing within thirty (30) days that it has complied with this requirement, except that Receiving Party may retain one archival copy in its confidential legal files solely for compliance and dispute resolution purposes.

7. OWNERSHIP; NO LICENSE

All Disclosed Information, and any derivatives thereof, shall remain the sole property of Disclosing Party. Nothing in this Agreement grants Receiving Party any rights, by license or otherwise, in or to Disclosing Party's intellectual property except as expressly set forth in a separate written agreement signed by both parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Disclosing Party represents that, to its knowledge, disclosure of the Disclosed Information to Receiving Party in accordance with this Agreement will not violate the rights of any third party.

9. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by Receiving Party or its Representatives.

10. REMEDIES

The parties agree that monetary damages alone would be an inadequate remedy for breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive or other equitable relief without posting a bond, in addition to any other remedies available at law or in equity.

11. TERM

The obligations of confidentiality under this Agreement shall commence on the Effective Date and continue for a period of months thereafter, except with respect to any Confidential Information the disclosure of which gives rise to a continuing duty under applicable law or other contractual obligation.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses specified above by hand, certified mail, nationally recognized courier, or electronic transmission (with confirmation).

13. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be binding.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

16. ENTIRE AGREEMENT; SEVERABILITY

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 communications, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed to the extent required to make it enforceable, or if reformation is not possible, such provision shall be severed and the remaining provisions shall continue in full force and effect.

17. MISCELLANEOUS

The parties acknowledge that monetary damages may be inadequate to compensate for a breach of this Agreement and that the non-breaching party shall be entitled to pursue injunctive relief in addition to any other remedies. The obligations in this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive such termination or expiration.

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