Legal MCD Form

LEGAL MCD FORM

This Mutual Confidential Disclosure Agreement (the "Agreement") is entered into as of by and between Client Name: , a organized under the laws of , with principal place of business at , and Client Name: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, each Party possesses certain confidential and proprietary information and trade secrets that may be disclosed to the other Party for the limited purpose set forth below; and

WHEREAS, the Parties desire to protect the confidentiality of such information and to set forth the terms governing disclosure, use, retention and return of Confidential Information;

WHEREAS, the Parties desire that certain Confidential Information be exchanged for the purpose of .

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Disclosing Party to the Receiving Party, whether disclosed orally, in writing, electronically, visually or by inspection, including but not limited to technical data, trade secrets, know-how, formulas, processes, designs, drawings, specifications, financial information, business plans, customer lists and pricing information. Confidential Information shall include summaries, analyses and derivations prepared by the Receiving Party.

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

2. CONFIDENTIALITY OBLIGATIONS

2.1 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 similar information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the Purpose described above.

2.2 The Receiving Party may disclose Confidential Information only to those of its officers, employees, contractors and affiliates who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by such persons.

3. EXCLUSIONS; LEGAL COMPELLED DISCLOSURE

3.1 If the Receiving Party is required by law, regulation or valid legal process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide prompt written notice to the Disclosing Party and cooperate to obtain a protective order or other remedy. The Receiving Party shall disclose only that portion of Confidential Information that is legally required to be disclosed.

4. TERM; RETURN OR DESTRUCTION

4.1 The obligations of confidentiality with respect to each item of Confidential Information shall remain in effect for a period of months from the date of disclosure, unless otherwise expressly agreed in writing.

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

5. INJUNCTIVE RELIEF AND REMEDIES

5.1 The Parties acknowledge that a breach of this Agreement may result in irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available, the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable relief to prevent or curtail any actual or threatened breach of this Agreement without the requirement to post bond.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to disclose its Confidential Information to the other Party and to enter into and perform this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by registered or certified mail, return receipt requested, or by overnight courier to the addresses set forth above or to such other address as either Party may designate in writing.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver.

8.2 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 effective to bind the signing Party.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1 This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

9.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

9.3 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, relating to such subject matter.

10. ADDITIONAL PROVISIONS

ACKNOWLEDGMENT

The undersigned each represent and warrant that they are authorized to execute this Agreement on behalf of the Party for whom they sign and that they have read, understand and agree to be bound by the terms and conditions set forth herein.

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