Legal Information Sharing Agreement

LEGAL INFORMATION SHARING AGREEMENT

This Legal Information Sharing Agreement (the Agreement) is entered into as of Effective Date: by and between Disclosing Party: , with principal place of business at , and Receiving Party: , with principal place of business at .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential, proprietary, and/or privileged information, including but not limited to legal strategies, case analyses, privileged communications, settlement terms, client identities, and related materials;

WHEREAS, the Parties wish to permit the limited sharing of such information for the Purpose described below under terms that protect confidentiality and preserve attorney-client, work product, and other legal privileges where applicable;

WHEREAS, the Parties intend that the exchange of information, and the obligations set forth herein, will not constitute a waiver of any privilege or a consent to disclosure beyond the scope expressly authorized by this Agreement.

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

For purposes of this Agreement: "Confidential Information" means all non-public information, whether oral, written, electronic or other form, disclosed by the Disclosing Party to the Receiving Party 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 attorney-client communications, attorney work product, case strategies, witness statements, and settlement terms.

2. PURPOSE

The Parties will share Confidential Information solely to accomplish the following purpose:

3. SCOPE OF CONFIDENTIAL INFORMATION

Confidential Information includes all materials and communications exchanged in connection with the Purpose and identified at the time of disclosure as confidential or that, by their nature, should be treated as confidential. The Disclosing Party may mark documents as Confidential, but confidentiality is not contingent on marking when the nature of the information warrants protection.

4. EXCLUSIONS

Confidential Information does not include information that: (a) was lawfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; (b) is or becomes publicly available through no breach by the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. RECEIVING PARTY OBLIGATIONS

The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) restrict disclosure to those of its employees, agents, counsel, consultants, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (d) implement reasonable administrative, technical, and physical safeguards to protect Confidential Information.

6. PERMITTED DISCLOSURES AND ONWARD TRANSFERS

The Receiving Party may disclose Confidential Information to the extent compelled by law, regulation, or order of a court or governmental body, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice and cooperates in seeking a protective order or other appropriate remedy. Any permitted onward transfer shall be conditioned on the recipient's execution of confidentiality obligations consistent with this Agreement.

7. SECURITY MEASURES

The Receiving Party shall maintain administrative, physical and technical safeguards appropriate to the sensitivity of the Confidential Information, including but not limited to access controls, encryption in transit and at rest where feasible, secure storage, and training for personnel with access. Describe any additional controls agreed by the Parties below:

8. DATA BREACH NOTIFICATION

In the event of any unauthorized access, disclosure, loss or other security incident affecting Confidential Information (a Breach), the Receiving Party shall: (a) promptly investigate and take appropriate remedial steps; (b) notify the Disclosing Party without unreasonable delay and in no event later than 72 hours after discovery of the Breach; and (c) provide reasonable cooperation and assistance in mitigation, notification, and remediation efforts.

9. RETENTION, RETURN, AND DESTRUCTION

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's election, return or securely destroy all Confidential Information, including copies and derivations, and certify in writing that it has done so, except to the extent retention is required by applicable law or legal hold obligations.

10. INTELLECTUAL PROPERTY

Nothing in this Agreement grants any license, right, title or interest in or to any intellectual property of the Disclosing Party, except for the limited right to use Confidential Information for the Purpose expressly set forth in this Agreement.

11. REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the authority to enter into this Agreement. The Disclosing Party represents only that it has the right to disclose the Confidential Information; no other warranty, express or implied, is made as to accuracy, completeness, or fitness for a particular purpose.

12. INDEMNIFICATION

The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party, its officers, directors and employees, from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any unauthorized disclosure or use of Confidential Information by the Receiving Party or its representatives in breach of this Agreement.

13. LIMITATION OF LIABILITY

Except for willful misconduct or breaches giving rise to indemnity obligations or injunctive relief, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages arising from this Agreement.

14. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until terminated by either Party on thirty (30) days' prior written notice. Termination shall not relieve either Party of obligations incurred prior to termination.

15. SURVIVAL

Obligations regarding Confidential Information shall survive termination for a period of three (3) years from the date of disclosure, except that Confidential Information that qualifies as trade secrets under applicable law shall survive for as long as such information remains a trade secret.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below for each Party and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles:

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. AMENDMENTS, WAIVER, AND COUNTERPARTS

No amendment 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. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be binding.

20. ADDITIONAL PROVISIONS

The Parties certify that the individuals executing this Agreement are authorized to bind their respective organizations.

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