Legal Disclosure Notice

LEGAL DISCLOSURE NOTICE

This Legal Disclosure Notice ("Notice") is made effective as of Effective Date: by and between Discloser Name: , Entity Type: Individual Corporation LLC, Address: ; and Recipient Name: , Entity Type: Individual Corporation LLC, Address: .

RECITALS

WHEREAS, Discloser possesses certain information, documents and materials, tangible and intangible, including but not limited to technical data, business information, financial records, and communications, which Discloser considers necessary to disclose to Recipient for the Purpose described below; and

WHEREAS, Recipient requires access to such information for the limited purpose of Purpose: ; and

WHEREAS, the parties wish to record the terms and conditions governing the disclosure, use, protection and return of such information.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosed Information" means all written, electronic, oral or other information and materials provided by Discloser to Recipient, whether marked as confidential or not, including summaries, analyses, compilations and extracts thereof. Disclosed Information specifically includes the items described in the Itemized Disclosure section below.

2. SCOPE OF DISCLOSURE

2.1 Discloser will disclose Disclosed Information to Recipient solely for the Purpose stated above. Recipient shall use Disclosed Information only as reasonably necessary to accomplish that Purpose and not for any other business, competitive or personal purpose without Discloser's prior written consent.

3. ITEMIZED DISCLOSURE

3.1 The parties agree that the following categories and specific items constitute the Disclosed Information being delivered under this Notice. Provide a clear description below of each category, document set, dataset or oral topic disclosed.

3.2 Method of disclosure (check all that apply): Written documents Electronic files Oral disclosure

4. CONFIDENTIALITY AND USE RESTRICTIONS

4.1 Recipient shall hold Disclosed Information in strict confidence and shall not disclose, publish or disseminate Disclosed Information to any third party except as expressly permitted in this Notice. Recipient shall restrict access to Disclosed Information to those employees, agents or subcontractors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein.

4.2 Recipient shall implement reasonable administrative, physical and technical safeguards to protect Disclosed Information against unauthorized access, use, modification or disclosure, and shall promptly notify Discloser of any actual or suspected unauthorized disclosure or breach involving Disclosed Information.

5. EXCLUSIONS

5.1 The obligations under this Notice shall not apply to information that Recipient can demonstrate by competent written evidence: (a) is or becomes publicly available through no breach of this Notice by Recipient; (b) was in Recipient's possession prior to disclosure by Discloser and not subject to confidentiality obligations; (c) is lawfully obtained from a third party having the right to disclose; or (d) is independently developed by Recipient without use of or reference to Disclosed Information.

6. NO WARRANTY; LIMITATION OF LIABILITY

6.1 Discloser makes no representation or warranty, express or implied, as to the accuracy or completeness of Disclosed Information. Discloser shall have no liability for Recipient's use of Disclosed Information. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS NOTICE, EXCEPT FOR DAMAGES ARISING FROM A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREIN.

7. RETURN OR DESTRUCTION

7.1 Upon written request of Discloser or upon termination of the Purpose, Recipient shall promptly return to Discloser all tangible media containing Disclosed Information and shall delete or destroy all electronic copies, except that Recipient may retain one archival copy solely to satisfy legal or regulatory retention obligations, provided such archival copy remains subject to the confidentiality obligations of this Notice.

8. REMEDIES

8.1 Recipient acknowledges that monetary damages would be inadequate to remedy a breach of the confidentiality obligations and that Discloser shall be entitled to injunctive or equitable relief in addition to any other remedy at law or in equity.

9. NOTICES

9.1 All notices, requests, consents and other communications required or permitted under this Notice shall be in writing and delivered to the addresses set forth below or such other address as a party designates by written notice. Notices shall be deemed given upon personal delivery, one business day after deposit with an overnight courier, or three business days after mailing by certified mail.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

11.1 This Notice constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications relating to such subject matter.

12. SEVERABILITY

12.1 If any provision of this Notice is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Any amendment or modification of this Notice must be in writing and signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. This Notice 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.

14. ACKNOWLEDGMENT

14.1 Recipient acknowledges receipt of the Disclosed Information specified above and agrees to be bound by the terms of this Notice.

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