Legal Disclosure Sample

Legal Disclosure Sample

This Legal Disclosure Agreement ("Agreement") is made and entered into as of Effective Date: by and between Disclosing Party: and Receiving Party: .

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary, or sensitive information related to (the "Subject Matter");

WHEREAS, the Parties intend that Receiving Party receive access to such information solely for the purpose of and subject to the protections set forth herein;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to disclosure, handling, use, and protection of Confidential Information.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary, or sensitive information, whether written, oral, electronic or other form, disclosed by Disclosing Party to Receiving Party, including but not limited to business plans, financial data, technical data, software, trade secrets, customer lists, and other materials marked or identified as confidential or which reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.2 Confidential Information does not include information that Receiving Party can demonstrate by competent written evidence: (a) is or becomes generally available to the public other than by a breach of this Agreement by Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure and not subject to an existing confidentiality obligation; (c) is rightfully received by Receiving Party from a third party without restriction and without breach of any obligation to Disclosing Party; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. If an exclusion is asserted, describe basis:

2. SCOPE OF DISCLOSURE

2.1 Disclosing Party shall disclose Confidential Information to Receiving Party as necessary to accomplish the Permitted Purpose. Prior to disclosure of any material Confidential Information the Parties acknowledge the initial disclosure date:

2.2 Receiving Party shall limit access to Confidential Information to those employees, officers, directors, agents or representatives who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

3. USE RESTRICTIONS

3.1 Receiving Party shall use Confidential Information solely for the Permitted Purpose and shall not, without Disclosing Party's prior written consent, use such Confidential Information for any competitive purpose, commercial exploitation, or other purpose adverse to Disclosing Party.

3.2 Receiving Party will not copy, reproduce, or reverse engineer Confidential Information except as reasonably required to accomplish the Permitted Purpose and will mark any permitted copies with appropriate proprietary notices.

4. CONFIDENTIALITY AND PROTECTION

4.1 Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, to prevent unauthorized disclosure or use.

4.2 Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that Receiving Party gives prompt written notice to Disclosing Party to permit a reasonable opportunity to seek protective relief or otherwise oppose such disclosure.

5. RETURN OR DESTRUCTION

Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party will promptly return to Disclosing Party or destroy, at Disclosing Party's option, all tangible materials containing Confidential Information and will certify in writing that all such materials have been returned or destroyed except for one archival copy retained solely for compliance purposes.

6. REPRESENTATIONS AND WARRANTIES

6.1 Disclosing Party represents that, to its knowledge, it has the right to disclose the Confidential Information and that disclosure does not violate any agreement with a third party. Receiving Party represents that it has the authority to enter into this Agreement and will perform its obligations hereunder in good faith.

7. LIMITATION OF LIABILITY; DISCLAIMER

Except for willful breach or gross negligence, neither Party will be liable to the other for incidental, consequential, special or punitive damages arising out of or related to the disclosure or use of Confidential Information. Confidential Information is provided "AS IS" and Disclosing Party disclaims all warranties, express or implied, except as expressly set forth in this Agreement.

8. INDEMNIFICATION

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

9. NOTICES

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party waiving the breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties:

This Agreement 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. ADDITIONAL PROVISIONS

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