Legal Disclosure Forms

LEGAL DISCLOSURE FORMS

This Legal Disclosure Form is entered into on Effective Date: by and between Discloser Name: with principal address at and Recipient Name: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Discloser possesses certain information, documents and materials that relate to Discloser's operations, finances, contracts, intellectual property and other matters which Discloser deems material and reasonably necessary for Recipient to review in connection with the matters described as Purpose: ; and

WHEREAS, the Parties desire to set forth the terms under which such information shall be disclosed, identified, used, maintained and, where applicable, returned or destroyed; and

WHEREAS, the Parties intend that this Form constitute a legally binding record of Discloser's disclosures and Recipient's acknowledgments and obligations with respect to those disclosures.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all nonpublic information disclosed by Discloser to Recipient on or before the Effective Date or subsequently, whether oral, written, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, financial records, customer lists, pricing, trade secrets, business plans, permits, environmental reports, litigation status, regulatory filings and technical data.

1.2 "Excluded Information" means information that: (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient in breach of this Form; (b) was lawfully in Recipient's possession prior to receipt from Discloser as shown by Recipient's written records; (c) is rightfully received 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.

2. Disclosures

2.1 Types of disclosed information (check all that apply):
Financial information Litigation history Regulatory filings Environmental reports Intellectual property Other

2.2 Discloser shall identify material documents and information requiring affirmative disclosure by listing them below or attaching them as exhibits. Attachment description or list reference:

3. Recipient's Acknowledgments and Warranties

3.1 Recipient acknowledges that Discloser makes no express or implied representation or warranty as to the accuracy or completeness of Confidential Information. Recipient agrees it shall perform its own independent verification before relying on any disclosed information for any purpose.

3.2 Recipient represents and warrants that it has authority to enter into this Form and to perform its obligations, and that the execution and performance will not violate any other agreement to which Recipient is subject.

4. Confidentiality Obligations

4.1 Recipient shall maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Recipient shall limit access to Confidential Information to employees, agents or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

4.2 Recipient shall not use Confidential Information for any purpose other than the Purpose described above without the prior written consent of Discloser. Recipient shall not disclose Confidential Information to any third party except as expressly permitted by this Form.

5. Required Disclosures and Exceptions

5.1 Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by applicable law or by a valid order of a court or governmental body, provided Recipient gives Discloser prompt written notice of the requirement to disclose and cooperates, at Discloser's expense, in seeking a protective order or other appropriate remedy to preserve confidentiality.

5.2 Information that is Excluded Information is not subject to the obligations of confidentiality under this Form.

6. Return or Destruction

Upon Discloser's written request, Recipient shall promptly return or destroy all documents and materials containing Confidential Information and shall certify in writing that such materials have been returned or destroyed, except that Recipient may retain one archival copy solely for compliance and record-keeping purposes subject to the confidentiality obligations of this Form.

7. Remedies and Indemnification

7.1 Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Discloser shall be entitled to seek injunctive relief and other equitable remedies in addition to any remedies at law.

7.2 Recipient shall indemnify, defend and hold Discloser harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Form, except to the extent such loss arises from Discloser's willful misconduct or gross negligence.

8. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or overnight courier. Notice shall be effective upon receipt.

9. Amendments; Waiver; Counterparts

9.1 This Form may be amended only by a written instrument signed by authorized representatives of 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 preclude other or further exercises.

9.2 This Form 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. Facsimile or electronic signatures shall be binding for all purposes.

10. Governing Law; Venue

This Form shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes arising under this Form.

11. Entire Agreement; Severability

11.1 This Form 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, relating to such subject matter.

11.2 If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. Certification and Acknowledgement

By signing below, each Party certifies that the information provided on this Form is true, complete and correct to the best of the signing Party's knowledge, that the signing Party is authorized to bind the entity on whose behalf the signature is made, and that the signing Party has read and understood the terms of this Form.

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