Legal Disclosure for Signature

LEGAL DISCLOSURE FOR SIGNATURE

This Legal Disclosure for Signature (the "Disclosure") is made as of by and between Disclosing Party Name: and Receiving Party Name: .

Disclosing Party entity type: Individual Corporation LLC Partnership Other

Receiving Party entity type: Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, Disclosing Party possesses certain non-public information, documents, and materials related to its business, operations and/or a potential transaction, and desires to disclose that information to Receiving Party for evaluation and limited use as set forth herein;

WHEREAS, Receiving Party desires to receive such information for the purpose described herein and acknowledges that such information may be confidential and proprietary; and

WHEREAS, the parties intend that the terms of this Disclosure establish the nature, scope, and permitted use of the information disclosed and the respective rights and obligations of the parties with respect thereto.

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

1. DEFINITIONS

For purposes of this Disclosure, "Confidential Information" means all information, whether written, oral, electronic or visual, provided by Disclosing Party to Receiving Party, including but not limited to business plans, financial data, customer lists, technical information, trade secrets, and any analyses, compilations, studies or other documents prepared by Receiving Party that contain, reflect or are based upon such information. Confidential Information does not include information that (a) is or becomes generally available to the public through no act or omission of Receiving Party; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party without an obligation of confidentiality; or (c) is rightfully obtained by Receiving Party from a third party without breach of an obligation of confidentiality.

2. DISCLOSURE

Disclosing Party hereby discloses the information set forth below. The itemized disclosures describe the subject matter, scope, and any limitations of the information being provided. Disclosing Party represents, to the best of its knowledge as of the Effective Date, that the disclosures are true, correct and complete in all material respects, subject to the limitations expressly stated herein.

Known material adverse facts or omissions specifically called to Receiving Party's attention: Yes No

3. REPRESENTATIONS AND WARRANTIES

Disclosing Party represents and warrants only that it has the right to disclose the information described in Section 2. Except as expressly set forth in this Disclosure, Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement of any Confidential Information. Receiving Party acknowledges that it has not relied upon any representation or warranty other than those expressly set forth in this Disclosure.

4. USE AND LIMITATIONS

Receiving Party shall use Confidential Information solely for the purpose of evaluating or negotiating the potential business relationship or transaction described in the recitals (the "Permitted Purpose"). Receiving Party shall not use Confidential Information for any competitive purpose, to solicit employees or customers of Disclosing Party, or for any other purpose adverse to Disclosing Party.

5. CONFIDENTIALITY OBLIGATIONS

Receiving Party shall (a) keep Confidential Information in strict confidence and take reasonable measures to protect its confidentiality, at least as stringent as those it uses to protect its own confidential information; (b) disclose Confidential Information only to those employees, agents, advisors or contractors with a need to know for the Permitted Purpose, provided that such persons are bound by confidentiality obligations at least as protective as those in this Disclosure; and (c) not disclose Confidential Information to any third party without the prior written consent of Disclosing Party, except as permitted by law.

6. MANDATORY DISCLOSURE; LEGAL PROCESS

If Receiving Party is compelled by law, regulation or a valid order of a court or governmental body to disclose Confidential Information, Receiving Party shall, to the extent legally permitted, provide Disclosing Party prompt written notice to permit Disclosing Party to seek protective measures. Receiving Party shall disclose only that portion of Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment for any disclosed portion.

7. NO RELIANCE

Receiving Party acknowledges that Disclosing Party makes no assurance that the Confidential Information is sufficient for any transaction or decision. Receiving Party shall rely on its own independent investigation and judgment. No statement by Disclosing Party shall be deemed a representation or warranty except as expressly set forth in Section 3.

8. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless Disclosing Party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Receiving Party's breach of this Disclosure or unauthorized use or disclosure of Confidential Information.

9. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, neither party shall be liable to the other for any consequential, incidental, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages arising out of a breach of this Disclosure shall not exceed the actual, documented direct damages proven by the non-breaching party.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Disclosure shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT

This Disclosure constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, or representations concerning the disclosure and use of the Confidential Information.

13. SEVERABILITY

If any provision of this Disclosure is held to be invalid, illegal or unenforceable in whole or in part, such provision shall be modified to the extent necessary to make it valid, or if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Disclosure will be effective unless in writing and signed by both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach. This Disclosure may be executed in counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ACKNOWLEDGMENT AND CERTIFICATION

By signing below, each party certifies that it has read and understands this Disclosure, that it will abide by its terms, and that the person signing has authority to bind the party for whom they sign. Each party acknowledges that damages at law may be an inadequate remedy for breach and that injunctive relief may be appropriate in addition to other remedies.

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