Legal Exchange Form

LEGAL EXCHANGE FORM

This Legal Exchange Form (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with principal place of business at: ; and Party B Name: with principal place of business at: .

RECITALS

WHEREAS, Party A and Party B each possess certain proprietary materials, data and information that may be useful to the other party in connection with the business purpose described herein; and

WHEREAS, the parties desire to exchange such materials and information subject to the terms and conditions set forth in this Agreement and to protect the confidentiality, ownership and permitted uses of such materials and information; and

WHEREAS, the parties intend that any exchange shall not constitute a grant of any rights in intellectual property beyond the limited license expressly provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form, whether oral, written, electronic or physical, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, technical information, prototypes, drawings, specifications, source code and trade secrets.

1.2 "Materials" means tangible items and physical embodiments of Confidential Information, including prototypes, sample devices, documents, media and other deliverables exchanged between the parties.

1.3 "Purpose" means the specific business purpose for which the exchange is being made, as described by the parties below.

2. EXCHANGE OF MATERIALS

2.1 Each party agrees to disclose to the other such Materials and Confidential Information as are reasonably necessary to accomplish the Purpose. The parties shall document the Materials to be exchanged and the date of each delivery in writing or electronic record at or before the time of delivery.

3. CONFIDENTIALITY OBLIGATIONS

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

3.2 The Receiving Party may disclose Confidential Information only to those of its employees, contractors or advisors who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party will be responsible for any breach of this Agreement by such persons.

3.3 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) was rightfully obtained by the Receiving Party without restriction from a third party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

4. USE RESTRICTIONS

4.1 The Receiving Party shall not reverse engineer, disassemble, decompile or otherwise attempt to derive the composition or underlying information of the Materials or Confidential Information, except to the extent such restriction is prohibited by applicable law.

4.2 The Receiving Party shall not use the Confidential Information for competitive analysis, product development for a competing product or service, or any other purpose that is inconsistent with the Purpose without the prior written consent of the Disclosing Party.

5. OWNERSHIP; LIMITED LICENSE

5.1 All Materials and Confidential Information shall remain the sole property of the Disclosing Party. No license or other right, whether express or implied, is granted under this Agreement except for a limited, non-exclusive, non-transferable license to use the Confidential Information and Materials solely to perform the Purpose.

5.2 Nothing in this Agreement obligates either party to disclose any particular information or to enter into any further agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has the full right, power and authority to disclose the Confidential Information and Materials as contemplated by this Agreement and that such disclosure does not violate any agreement with a third party.

6.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, CONFIDENTIAL INFORMATION AND MATERIALS ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim alleging that the Indemnifying Party's Materials infringe or misappropriate such third party's intellectual property rights, provided the Indemnified Party promptly notifies the Indemnifying Party in writing of any such claim and cooperates, at the Indemnifying Party's expense, in the defense and settlement of the claim.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES IN CONNECTION WITH THE EXCHANGE, IF ANY, DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice to the other party. Termination shall not relieve the Receiving Party of its obligations with respect to Confidential Information received prior to termination.

9.2 The obligations of confidentiality, ownership, indemnity and limitations of liability set forth in this Agreement shall survive termination for a period of five (5) years, except that trade secrets shall remain protected for so long as such information continues to qualify as a trade secret under applicable law.

10. RETURN OR DESTRUCTION

10.1 Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, promptly return or destroy all Materials and other tangible embodiments of Confidential Information and shall certify in writing to the Disclosing Party that it has complied with this obligation, except that one archival copy may be retained solely for compliance and recordkeeping purposes.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, certified mail return receipt requested, or electronic mail with confirmation of transmission to the addresses provided below or to such other address as a party may designate by notice to the other party in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless 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 that right.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws designated by the parties below. The parties consent to the exclusive jurisdiction of the courts specified below for any dispute arising under or in connection with this Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

15. SEVERABILITY

15.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the parties' original intent.

16. COUNTERPARTS

16.1 This Agreement 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 delivered by electronic means shall be deemed originals for all purposes.

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