Legal Disclosure Preview Form

LEGAL DISCLOSURE PREVIEW FORM

This Legal Disclosure Preview Form is entered into as of Effective Date: by and between Disclosing Party Name: with address: and Receiving Party Name: with address: .

RECITALS

WHEREAS, Disclosing Party possesses certain information, documents, materials, and data relating to its business, operations, products, services, or transactions that Disclosing Party intends to present to Receiving Party for evaluation (the "Disclosure Materials"); and

WHEREAS, the parties desire to memorialize the terms under which a preliminary preview of those Disclosure Materials will be provided and reviewed, including the limited scope of reliance and confidentiality obligations applicable to such preview; and

WHEREAS, the parties acknowledge that the materials to be previewed may be incomplete and that the preview does not constitute final disclosure, a representation of completeness, or a waiver of any rights.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Disclosure Materials" means all documents, data, summaries, electronic files, physical materials, and communications delivered or made available by Disclosing Party to Receiving Party in connection with this Preview, including materials specifically listed in Section 2. Disclosure Materials expressly include notes, analyses, compilations, and extracts prepared by or on behalf of either party that incorporate such materials.

1.2 "Preview" means the preliminary, non-final presentation of Disclosure Materials provided under this Form for limited review purposes only.

2. DISCLOSURE MATERIALS; SCOPE

2.1 Disclosing Party will provide to Receiving Party the following items as part of the Preview. Provide a concise listing and description of each item below:

2.2 Preview Expiration Date: . After the expiration date, Receiving Party shall cease review and return or destroy materials as provided in Section 6.

3. PREVIEW STATUS; NON-RELIANCE

3.1 The parties expressly agree that the Preview is preliminary in nature. Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Disclosure Materials provided in preview form. Any reliance by Receiving Party on the Preview is at Receiving Party's sole risk.

3.2 Receiving Party acknowledges that final or supplemental disclosures may follow and that nothing in this Form constitutes an admission, a waiver of rights, or a modification of any other agreement between the parties unless such modification is made in a written instrument signed by authorized representatives of both parties.

4. CONFIDENTIALITY

4.1 Receiving Party shall hold the Disclosure Materials in strict confidence and shall not disclose, publish, or disseminate any portion of the Disclosure Materials to any third party except as expressly permitted by this Form or with the prior written consent of Disclosing Party.

4.2 Permitted disclosures shall be limited to Receiving Party's employees, agents, advisors, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Receiving Party remains liable for any breach by such persons.

4.3 The foregoing obligations do not apply to information that: (a) is or becomes generally available to the public through no breach by Receiving Party; (b) was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party; (c) is rightfully received by Receiving Party from a third party without restriction and without breach of a duty to Disclosing Party; or (d) is independently developed by Receiving Party without use of the Disclosure Materials.

Contains personal data Contains trade secrets Attorney-client / privileged material

5. USE RESTRICTIONS

5.1 Receiving Party shall use the Disclosure Materials solely for the following permitted purpose: . Any other use is prohibited without the prior written consent of Disclosing Party.

6. RETURN OR DESTRUCTION

6.1 Upon request by Disclosing Party or upon expiry of the Preview as set forth in Section 2.2, Receiving Party shall promptly return to Disclosing Party or destroy all Disclosure Materials and certify in writing that such return or destruction has occurred, except to the extent that retention is required by applicable law, regulation, or internal records policies (in which case such retained copies shall remain subject to the confidentiality obligations hereunder).

7. REPRESENTATIONS; WARRANTIES

7.1 Disclosing Party represents solely that it is authorized to disclose the Disclosure Materials in preview form. Except as expressly set forth in this Form, no party makes any express or implied warranty regarding the Disclosure Materials, including any warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

8. LIMITATION OF LIABILITY

8.1 Except to the extent caused by willful misconduct or gross negligence, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the Preview or the Disclosure Materials, regardless of the theory of liability and even if such party has been advised of the possibility of such damages.

9. INDEMNIFICATION

9.1 Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of Receiving Party's breach of the confidentiality or use restrictions set forth in this Form.

10. NOTICES

10.1 All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

11. AMENDMENTS; WAIVER; SEVERABILITY

11.1 Any amendment or modification of this Form must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

11.2 If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

12. GOVERNING LAW

12.1 This Form shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

13.1 This Form constitutes the entire agreement between the parties with respect to the Preview and supersedes all prior oral or written understandings, agreements, or communications concerning the subject matter hereof.

14. COUNTERPARTS

14.1 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. Signatures transmitted by facsimile or electronic image shall be deemed original signatures.

15. MISCELLANEOUS

15.1 The parties acknowledge that the remedies at law for a breach of confidentiality may be inadequate and that Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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