Legal Handshake Agreement

LEGAL HANDSHAKE AGREEMENT

This Legal Handshake Agreement ("Agreement") is made effective as of Effective Date: by and between Party A Name: (Party A), and Party B Name: (Party B). Each of Party A and Party B may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties have reached an oral understanding by handshake regarding certain commercial arrangements and wish to reduce the essential terms of that understanding to writing for the purpose of clarifying the Parties' mutual expectations and to govern further negotiation and performance;

WHEREAS, the Parties desire to set forth the material terms of their agreement, including the scope, responsibilities, confidentiality obligations, and the intended legal effect of this Agreement;

WHEREAS, the Parties acknowledge that some aspects of their arrangement may require subsequent documentation, formal contract terms, or regulatory filings, and wish to confirm certain interim rights and obligations pending such documentation;

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Handshake Terms" means the material points of agreement between the Parties as summarized in Section 2 and in the Handshake Terms Summary field below.

"Formal Agreement" means any definitive written contract subsequently executed by the Parties memorializing the Handshake Terms.

2. HANDSHAKE TERMS

The Parties acknowledge that the Summary of Handshake Terms above sets out the principal commercial points agreed between them at the time of the handshake. The Parties agree to use commercially reasonable efforts to document those terms in a Formal Agreement within a reasonable period.

3. LEGAL EFFECT; BINDING STATUS

The Parties shall indicate their mutual intent regarding the binding nature of this Agreement by selecting one of the following options. The Parties understand that an affirmative selection will determine whether the Handshake Terms create enforceable obligations in accordance with applicable law.

This Agreement is intended to be legally binding and enforceable in accordance with its terms.

This Agreement is intended solely as a non-binding record of mutual intent and is not intended to create legal obligations except as expressly provided in Sections 4 (Confidentiality), 9 (Notices), 11 (Governing Law), and 12 (Entire Agreement) which shall be binding regardless of the Parties' selection above.

If both checkboxes are inadvertently selected, the Parties acknowledge that the binding status will be determined according to their mutual written confirmation or by a court of competent jurisdiction interpreting the Parties' objective manifestations of intent.

4. CONFIDENTIALITY

The Parties agree that all information disclosed by one Party to the other in connection with the Handshake Terms that is designated as confidential or that ought reasonably to be considered confidential ("Confidential Information") shall be held in confidence and may not be used or disclosed except to perform under this Agreement or with the prior written consent of the disclosing Party.

Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

5. EXCLUSIVITY

The Parties may elect to include a period of exclusivity during which neither Party will solicit third-party negotiations for the subject matter set forth in the Handshake Terms. To elect exclusivity, check the box below and specify the exclusivity period.

Exclusivity elected

6. PERFORMANCE AND GOOD FAITH

The Parties covenant to act in good faith and to use commercially reasonable efforts to negotiate, finalize, and execute any Formal Agreement that reflects the Handshake Terms. Unless the Parties have elected that this Agreement is binding, neither Party shall be deemed in breach solely for failing to reach a Formal Agreement so long as it has complied with the obligations of good faith negotiation.

7. EXPENSES; TAXES

Except as otherwise agreed in writing, each Party shall bear its own costs and expenses incurred in connection with this Agreement and the negotiation of any Formal Agreement. Any taxes, duties, or other governmental charges arising from the transaction contemplated by the Handshake Terms shall be allocated between the Parties as agreed in any subsequent Formal Agreement or as required by applicable law.

8. REMEDIES

The Parties acknowledge that a breach of the confidentiality or exclusivity obligations may cause irreparable harm for which monetary damages may be inadequate. Each Party agrees that, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or restrain any actual or threatened breach of such obligations.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address that a Party may specify in writing).

10. AMENDMENT; WAIVER

No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties. A waiver of any right or remedy under this Agreement must be signed in writing and shall not be deemed a waiver of any other right or remedy.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written, relating to such subject matter, except that the Parties may execute a subsequent Formal Agreement reflecting the Handshake Terms.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

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