Legal Disclosure Offer

LEGAL DISCLOSURE OFFER

This Legal Disclosure Offer (the "Offer") is made as of Effective Date: by and between Discloser Name: with principal address at , and Recipient Name: with principal address at .

RECITALS

WHEREAS, Discloser possesses information, data, materials and other tangible and intangible items, including but not limited to technical and business information, trade secrets, prototypes, designs, financial data and customer information that Discloser considers confidential and proprietary (collectively, "Confidential Information");

WHEREAS, Recipient desires to receive certain Confidential Information for the limited purpose of evaluating and engaging in discussions regarding: (the "Permitted Purpose"); and

WHEREAS, Discloser is willing to disclose Confidential Information to Recipient subject to the terms and conditions set forth in this Offer.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by Discloser to Recipient, whether disclosed orally, visually, in writing or by inspection of tangible objects, including without limitation business plans, product roadmaps, technical specifications, schematics, drawings, software (including source and object code), prototypes, financial projections, customer and supplier lists, pricing, and any analyses, compilations, studies or derivations thereof that are designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. OFFER TO DISCLOSE

2.1 Discloser hereby offers to disclose Confidential Information to Recipient solely for the Permitted Purpose. The specific Confidential Information to be disclosed is described in Schedule A attached hereto and in any written descriptions provided at the time of disclosure.

3. PERMITTED USE

3.1 Recipient shall use the Confidential Information solely to evaluate, negotiate and pursue the Permitted Purpose. Recipient shall not use the Confidential Information for any commercial purpose other than the Permitted Purpose without the prior written consent of Discloser.

4. CONFIDENTIALITY OBLIGATIONS

4.1 Recipient shall: (a) maintain the Confidential Information in strict confidence using at least the same degree of care that Recipient uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Offer; and (c) limit access to Confidential Information to those of its employees, agents or professional advisors who have a need to know for the Permitted Purpose, provided that Recipient shall ensure that such persons are bound by confidentiality obligations no less protective than those set forth herein.

4.2 Recipient shall be responsible for any breach of this Offer by persons to whom it discloses Confidential Information.

5. EXCLUSIONS

5.1 Confidential Information shall not include information that Recipient can demonstrate: (a) is or becomes generally available to the public other than through a breach of this Offer; (b) was lawfully in Recipient's possession prior to receipt from Discloser; (c) was received by Recipient from a third party without breach of any obligation of confidentiality; or (d) was independently developed by Recipient without use of or reference to the Confidential Information.

6. RETURN OR DESTRUCTION

6.1 Upon Discloser's written request, or upon termination of this Offer, Recipient shall promptly (and in any event within thirty (30) days) return to Discloser or destroy (and certify destruction in writing) all tangible materials containing Confidential Information and delete Confidential Information from electronic media, except to the extent retention is required by applicable law or internal document retention policies, in which case Recipient shall continue to treat such retained Confidential Information as confidential.

7. NO LICENSE; NO OBLIGATION

7.1 Nothing in this Offer grants Recipient any express or implied license under any patent, copyright, trade secret or other intellectual property right. Discloser makes no representation or warranty as to the accuracy or completeness of the Confidential Information, and Discloser shall have no obligation to disclose any particular information or to enter into any further agreement or transaction.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents that it has the authority to enter into this Offer. EXCEPT AS EXPRESSLY STATED IN THIS OFFER, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND DISCLOSER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS OFFER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 Recipient shall indemnify, defend and hold Discloser harmless from and against any loss, damage or expense (including reasonable attorneys' fees) resulting from Recipient's breach of its obligations under this Offer.

10. TERM AND TERMINATION

10.1 This Offer shall commence on the Effective Date and shall remain in effect until the earlier of: (a) three (3) years from the Effective Date, or (b) termination by either party upon thirty (30) days' written notice. Notwithstanding termination, Recipient's obligations with respect to Confidential Information shall survive for a period of three (3) years from the date of disclosure, or for so long as such information qualifies as a trade secret under applicable law, whichever is longer.

11. NOTICES

11.1 All notices and communications required or permitted under this Offer shall be in writing and delivered to the addresses set forth below (or to such other address as either party may specify in writing in accordance with this Section).

12. GOVERNING LAW

12.1 This Offer shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in the specified jurisdiction for any disputes arising under this Offer.

13. ENTIRE AGREEMENT

13.1 This Offer constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings and negotiations with respect to such subject matter.

14. SEVERABILITY

14.1 If any provision of this Offer is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and such provision shall be replaced by a valid, legal and enforceable provision that most closely reflects the parties' intent.

15. AMENDMENTS; WAIVER

15.1 No amendment or modification of this Offer shall be effective unless in a writing signed by authorized representatives of both parties. No waiver of any breach shall operate as a waiver of any other or subsequent breach.

16. COUNTERPARTS

16.1 This Offer 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. Signatures transmitted by facsimile or electronic imaging shall be binding.

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