Legal Disclosure Notification

LEGAL DISCLOSURE NOTIFICATION

This Legal Disclosure Notification ("Notification") is made as of Effective Date: by and between Disclosing Party: with mailing address (hereinafter "Disclosing Party"), and Recipient: with mailing address (hereinafter "Recipient").

RECITALS

WHEREAS, the Disclosing Party possesses certain information described below that may be subject to disclosure pursuant to judicial process, administrative process, statutory obligation, or other lawful requirement; and

WHEREAS, the Recipient is, by contract or operation of law, obligated to maintain the confidentiality of certain categories of information and has rights and obligations respecting notice and cooperation in the event of compelled disclosure; and

WHEREAS, the parties desire to establish a procedure by which the Disclosing Party will notify the Recipient and afford the Recipient an opportunity to seek protective relief or to cooperate in minimizing the scope of compelled disclosure.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Notification, the following definitions apply: "Confidential Information" means nonpublic information disclosed by the Disclosing Party to the Recipient and identified in writing or reasonably understood to be confidential; "Compelled Disclosure" means disclosure required by valid subpoena, court order, administrative order, or other mandatory legal process.

2. DESCRIPTION OF INFORMATION TO BE DISCLOSED

Anticipated date of disclosure (if known):

3. NOTICE OF COMPELLED DISCLOSURE

3.1 Notification Obligation. If the Disclosing Party receives a request or order reasonably believed to require disclosure of Confidential Information, the Disclosing Party shall, to the extent permitted by law and the relevant process, promptly notify the Recipient in writing of the existence, nature, and scope of the request or order so that the Recipient may seek a protective order or other remedy.

3.2 Contents of Notice. Such notice shall include a copy of the document or order reasonably available to the Disclosing Party, the deadline for response, and a description of the information sought. The Disclosing Party's notice shall be provided within a reasonable time after receipt of the request.

4. PROCEDURE UPON NOTICE

4.1 Recipient Remedies. Upon receipt of notice, the Recipient shall have the right, at its sole cost and expense, to seek a protective order, confidential treatment, or other appropriate remedy or to waive compliance with the terms of this Notification.

4.2 Cooperation. The Disclosing Party and Recipient shall cooperate in good faith in any such proceedings. The Disclosing Party may furnish only that portion of Confidential Information that, in the reasonable judgment of counsel for the Disclosing Party, is necessary to comply with the Compelled Disclosure, and shall use commercially reasonable efforts to obtain confidential treatment or to limit the scope of disclosure.

5. PERMITTED DISCLOSURES

Nothing in this Notification shall prevent disclosure that is: (a) required by law after all applicable notice and cooperation obligations have been satisfied; (b) consented to in writing by the Disclosing Party; or (c) already in the public domain through no fault of the Recipient.

6. CONFIDENTIALITY AND NON-USE

The Recipient shall continue to treat as confidential any Confidential Information disclosed and shall not use such information except as reasonably necessary in connection with the compelled disclosure process or as otherwise authorized by the Disclosing Party in writing.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has the authority to enter into this Notification and that the person executing this Notification on its behalf is duly authorized. No party makes any other warranty, express or implied, regarding the subject matter hereof.

8. INDEMNIFICATION

The party that discloses Confidential Information in response to a Compelled Disclosure shall be indemnified and held harmless by the party that caused such compelled disclosure where such disclosure results from the latter's breach of this Notification or failure to seek timely protective relief. Indemnification shall include reasonable attorneys' fees, costs, and expenses incurred in connection with such disclosure.

9. LIMITATION OF LIABILITY

Except for breaches of confidentiality and indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of this Notification, regardless of the form of action, whether in contract, tort or otherwise.

10. NOTICES

All notices required or permitted under this Notification shall be in writing and shall be deemed delivered when hand-delivered, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, to the notice addresses provided above or to such other addresses as either party designates in writing.

11. AMENDMENTS; WAIVER

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

12. GOVERNING LAW

This Notification shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below without regard to principles of conflicts of law.

13. ENTIRE AGREEMENT

This Notification constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the same subject matter.

14. SEVERABILITY

If any provision of this Notification is held to be invalid, illegal 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 achieves, to the extent possible, the original business purpose.

15. COUNTERPARTS; EXECUTION

This Notification 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.

Sign Now