Legal Disclosure of Information Form

LEGAL DISCLOSURE OF INFORMATION FORM

This Legal Disclosure of Information Form is entered into on Effective Date: by and between Discloser Name: and Recipient Name: .

RECITALS

WHEREAS, Discloser possesses certain non-public information, trade secrets, proprietary materials, business records, or other information related to Discloser's operations and clients;

WHEREAS, Discloser desires to disclose certain information to Recipient for the limited purpose described below and to protect the confidentiality and permitted use of such information; and

WHEREAS, Recipient is willing to receive and use such information subject to the terms and conditions set forth in this form.

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

1. DEFINITIONS

1.1 "Confidential Information" means any information, whether in oral, written, electronic or other form, that is disclosed by Discloser to Recipient and that is designated as confidential or which, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information specifically includes but is not limited to:

2. DISCLOSURE

2.1 Discloser shall disclose Confidential Information to Recipient by written, electronic or oral communication for the Purpose:

2.2 The parties acknowledge that the Confidential Information described above may be exchanged on a confidential basis subject to the terms of this form.

3. OBLIGATIONS OF RECIPIENT

3.1 Recipient shall (a) hold the Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as permitted under Section 4.

3.2 Recipient shall limit access to Confidential Information to those employees, contractors or agents with a need to know and who are subject to confidentiality obligations at least as protective as those set forth herein. Recipient remains liable for breaches by such persons.

4. PERMITTED DISCLOSURES

4.1 Recipient may disclose Confidential Information to the extent such disclosure is: (a) to Recipient's affiliates, legal counsel, auditors or professional advisors who are bound by confidentiality obligations; (b) approved in writing by Discloser; or (c) required by law, regulation, or valid legal process, provided that Recipient provides Discloser timely notice of such requirement to permit Discloser to seek a protective order or other remedy.

4.2 Any disclosure to third parties under this Section must be limited to the minimum information required and Recipient shall use commercially reasonable efforts to obtain confidential treatment for the disclosed information.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

5.1 Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure as evidenced by written records; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as evidenced by contemporaneous written records.

6. DATA SECURITY AND BREACH RESPONSE

6.1 Recipient shall implement and maintain administrative, technical and physical safeguards reasonably appropriate to protect Confidential Information from unauthorized access, disclosure, alteration or destruction, including encryption where applicable.

6.2 In the event of any unauthorized access, acquisition or disclosure of Confidential Information, Recipient shall promptly notify Discloser in writing, investigate the incident, and cooperate with Discloser in mitigation and notification efforts.

7. RETURN OR DESTRUCTION

Upon written request by Discloser or upon termination of the Purpose, Recipient shall, at Discloser's option, return or destroy all materials embodying Confidential Information and certify in writing that such materials have been returned or destroyed, except that Recipient may retain one archival copy as required by applicable law or internal retention policies, subject to the terms of this form.

8. REPRESENTATIONS AND WARRANTIES

Discloser represents that, to Discloser's knowledge, it has the right to disclose the Confidential Information. Recipient represents that it will use Confidential Information only as permitted by this form and that its execution of this form and performance hereunder will not violate any agreement or obligation to any third party.

9. REMEDIES; LIMITATION OF LIABILITY

9.1 Recipient acknowledges that monetary damages alone may be insufficient to remedy a breach; Discloser shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

9.2 Except for willful breach or gross negligence, neither party shall be liable to the other for incidental or consequential damages arising from actions taken in good faith under this form.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this form or wrongful disclosure of Confidential Information.

11. NOTICES

All notices required or permitted under this form shall be in writing and delivered to the addresses set forth below:

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

12.2 Entire Agreement. 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.

12.3 Severability. If any provision of this form is held invalid or unenforceable, the remainder of the form shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the parties' intent.

13. MISCELLANEOUS

13.1 Amendments. No amendment or modification of this form shall be effective unless in writing and signed by both parties.

13.2 Waiver. A waiver of any breach or default shall not constitute a waiver of any other right hereunder unless expressly set forth in writing and signed by the party granting the waiver.

13.3 Counterparts. 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.

14. ACKNOWLEDGMENT AND CERTIFICATION

Recipient acknowledges receipt of the Confidential Information described above and certifies that Recipient has read, understands, and agrees to be bound by the terms and conditions of this form. Recipient further certifies that it shall not use Confidential Information for any purpose other than the Purpose described in Section 2.

Individual

Corporation

Limited Liability Company (LLC)

Other:

Individual

Corporation

Limited Liability Company (LLC)

Other:

15. ADDITIONAL TERMS

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