Legal Disclosure Packet

LEGAL DISCLOSURE PACKET

This Legal Disclosure Packet (the "Packet") is made effective as of by and between Disclosing Party Name: , Address: and Receiving Party Name: , Address: .

RECITALS

WHEREAS, Disclosing Party possesses certain non-public information, documents, data and materials, whether written, electronic or oral, relating to its business, operations, financial condition, intellectual property, and other matters described herein (collectively, "Confidential Information");

WHEREAS, Receiving Party desires to receive Confidential Information from Disclosing Party for the limited purpose of evaluating and conducting the Transaction or business relationship described as: ;

WHEREAS, Disclosing Party is willing to disclose Confidential Information to Receiving Party subject to the terms and protections set forth in this Packet.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for 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 Packet, (a) "Confidential Information" means all information disclosed by Disclosing Party to Receiving Party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential; (b) "Representatives" means a party's officers, directors, employees, contractors, legal counsel and professional advisors who have a need to know the Confidential Information for the permitted purpose.

2. DISCLOSURES

Disclosing Party discloses the following categories of Confidential Information (check all that apply) and will provide the details where indicated:

3. REPRESENTATIONS AND WARRANTIES

Disclosing Party represents and warrants that, to its knowledge, the disclosed Confidential Information is accurate and complete in all material respects as of the date of disclosure, except as otherwise stated in writing. Receiving Party represents that it has the authority to receive and process the Confidential Information for the stated purpose and will use reasonable care to protect such Confidential Information from unauthorized use, access or disclosure.

4. CONFIDENTIALITY OBLIGATIONS

Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) restrict access to Representatives who have a legitimate need to know and who are bound to confidentiality obligations at least as protective as those herein; (c) not use Confidential Information except for the permitted purpose; and (d) not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.

Confidentiality Period (enter number of years):

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Packet; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without breach; or (iv) is independently developed without use of Disclosing Party's Confidential Information.

5. PERMITTED DISCLOSURES

If Receiving Party is required by law, regulation or valid order of a court or governmental authority to disclose Confidential Information, Receiving Party shall (to the extent legally permitted) provide prompt written notice to Disclosing Party of such requirement and reasonably cooperate with Disclosing Party, at Disclosing Party's expense, in seeking protective measures or other appropriate relief. Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose.

6. USE RESTRICTIONS

Receiving Party shall use Confidential Information solely for the permitted purpose and shall not reverse engineer, disassemble, decompile or create derivative works based on disclosed technical materials except as expressly authorized in writing. Permitted use (describe):

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of such party's breach of this Packet or negligent acts or omissions in connection with its performance hereunder. The aggregate liability of either party for direct damages arising from a breach of this Packet shall not exceed , except that this limitation shall not apply to liability arising from willful misconduct or gross negligence.

8. TERM; TERMINATION

This Packet shall commence on the Effective Date and continue until the earlier of (a) termination by either party upon days' written notice to the other party, or (b) expiration of the Confidentiality Period. Termination shall not relieve Receiving Party of its obligations with respect to Confidential Information disclosed prior to termination.

9. NOTICES

All notices, requests, consents or other communications required or permitted under this Packet shall be in writing and delivered to the addresses set forth below (or such other address as a party shall specify in writing):

10. AMENDMENT; WAIVER

This Packet may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Packet shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise of that right.

11. GOVERNING LAW; JURISDICTION

This Packet shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Packet.

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Packet constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Packet is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Packet may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. CERTIFICATION

Disclosing Party certifies under penalty of perjury that the information and materials provided as Confidential Information are, to the best of Disclosing Party's knowledge, true and complete as of the date of disclosure, subject to known exceptions described in the Attachments section above.

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