Legal Disclosure Memo

LEGAL DISCLOSURE MEMO

This Legal Disclosure Memo ("Memo") is made between Disclosing Party: and Receiving Party: . The parties acknowledge that this Memo is effective as of the day of , (the "Effective Date").

RECITALS

WHEREAS, Disclosing Party possesses certain information, including but not limited to financial records, business plans, technical data and other material described below, that Disclosing Party may disclose to Receiving Party in connection with the purpose stated herein; and

WHEREAS, Receiving Party requires access to such information for the limited purpose set forth below and agrees to receive and treat such information under the terms and conditions of this Memo; and

WHEREAS, the parties desire to memorialize the scope, handling, and legal effect of the disclosure of such information.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non‑public information disclosed by Disclosing Party to Receiving Party, whether written, oral, electronic or tangible, that: (a) is identified as confidential at the time of disclosure; (b) by its nature a reasonable person would understand to be confidential; or (c) is described in the disclosure description below. Confidential Information includes, without limitation, trade secrets, proprietary data, customer lists, pricing, projections, contracts, and legal analyses.

1.2 "Purpose" means the specific business, legal or transactional purpose for which Confidential Information is being disclosed as set forth in Section 2.

2. DISCLOSURE

2.1 Disclosing Party hereby discloses and describes the Confidential Information as follows:

2.2 Purpose of Disclosure:

2.3 The Disclosing Party represents that, to the best of its knowledge, the Confidential Information provided as of the Effective Date is true and accurate. Disclosing Party makes no warranty, express or implied, as to the completeness or fitness for any particular purpose of the Confidential Information except as expressly set forth in a separate written agreement.

3. USE, HANDLING, AND PROTECTION

3.1 Receiving Party shall use the Confidential Information solely for the Purpose and shall not use it for any other commercial, competitive, or diverting purpose. Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

3.2 Receiving Party shall limit access to the Confidential Information to those employees, agents, advisors or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving Party remains liable for any breach by such persons.

4. EXCEPTIONS

4.1 Confidential Information does not include information which: (a) is or becomes publicly available through no fault of Receiving Party; (b) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

4.2 If Receiving Party is compelled by law, regulation, or judicial order to disclose Confidential Information, Receiving Party shall promptly notify Disclosing Party (to the extent permitted) so that Disclosing Party may seek protective relief and shall disclose only that portion required to comply.

5. RETURN OR DESTRUCTION

Upon written request by Disclosing Party or upon the termination of discussions related to the Purpose, Receiving Party shall promptly return or destroy all tangible embodiments of Confidential Information and certify in writing the completion of such destruction, except that Receiving Party may retain archival copies to the extent required by law or internal record retention policies, provided such retained copies remain subject to this Memo.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents that it has the authority to enter into this Memo and perform its obligations. Disclosing Party represents only that it has the right to disclose the Confidential Information; Disclosing Party does not warrant the accuracy or completeness of the Confidential Information except as expressly set forth in writing.

7. REMEDIES; LIMITATIONS

7.1 Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of this Memo and that Disclosing Party shall be entitled to injunctive relief, specific performance, or other equitable remedies without posting bond, in addition to any other remedies available at law or in equity.

7.2 Except as to remedies for injunctive relief or willful misconduct, neither party shall be liable for special, consequential, incidental or punitive damages arising out of this Memo.

8. NOTICES

All notices and correspondence required or permitted under this Memo shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

9. GOVERNING LAW

This Memo shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Memo.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Memo constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to that subject matter.

10.2 If any provision of this Memo is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that preserves the original intent.

10.3 No amendment or modification of this Memo shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right hereunder will operate as a waiver of that right.

10.4 This Memo 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 means shall be deemed original signatures for all purposes.

11. ADDITIONAL ACKNOWLEDGMENTS

The Receiving Party acknowledges that it has had the opportunity to consult counsel and that it fully understands the obligations contained in this Memo. The Receiving Party further acknowledges that certain Confidential Information may be subject to privilege or special handling requirements and agrees to notify Disclosing Party promptly upon discovery of any unauthorized access or disclosure.

Yes

Material and non-public Non-material or public

CERTIFICATION BY DISCLOSING PARTY

The undersigned certifies that the information described in this Memo is being provided in good faith and that, to the best of the undersigned's knowledge after due inquiry, the disclosure does not knowingly violate the rights of any third party.

Sign Now