Legal MCDA Agreement

LEGAL MCDA AGREEMENT

This Mutual Confidential Disclosure and Access Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: , organized as a Entity Type: Individual Corporation Limited Liability Company Partnership, with principal place of business at:

and Party B: , organized as a Entity Type: Individual Corporation Limited Liability Company Partnership, with principal place of business at:

RECITALS

WHEREAS, each party possesses certain Confidential Information (as defined below) that may be disclosed to the other in connection with discussions, evaluation, or collaboration regarding the parties' potential business relationship and mutual data access arrangements (the "Permitted Purpose");

WHEREAS, the parties desire to protect the confidentiality, security, and authorized use of such Confidential Information and to set forth obligations regarding access to and handling of Confidential Information and any personal data exchanged in connection with the Permitted Purpose;

WHEREAS, the parties intend for this Agreement to govern all confidential disclosures and data access between them unless otherwise agreed in writing.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information, whether oral, written, electronic or other form, disclosed by a Disclosing Party to a Receiving Party that is marked or otherwise identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be considered confidential, including business plans, technical data, trade secrets, customer information, financial information, prototypes, software, specifications, and any personal data contained therein. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of a duty 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 approved for release by prior written authorization of the Disclosing Party.

1.2 "Representative" means an officer, director, employee, consultant, legal counsel, accountant, contractor or other agent of a party who has a need to know the Confidential Information in connection with the Permitted Purpose and who is bound by confidentiality obligations at least as protective as those contained in this Agreement.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall (a) use the Disclosing Party's Confidential Information solely for the Permitted Purpose; (b) protect Confidential Information from unauthorized use, disclosure or access with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) limit disclosure of Confidential Information to its Representatives who have a legitimate need to know and who are under confidentiality obligations no less restrictive than this Agreement.

2.2 The Receiving Party shall not reverse engineer, decompile, disassemble, copy, reproduce, distribute or create derivative works of any Confidential Information except as authorized in writing by the Disclosing Party.

3. PERMITTED DISCLOSURES AND EXCEPTIONS

3.1 The Receiving Party may disclose Confidential Information to the extent required by applicable law or regulation, or by order of a court or governmental authority; provided that the Receiving Party shall provide the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy and shall disclose no more than is legally required.

3.2 Nothing in this Agreement shall be deemed to grant any license or other intellectual property rights to the Receiving Party under any patent, trademark, copyright or trade secret of the Disclosing Party, except as expressly set forth in writing.

4. DATA ACCESS, SECURITY AND COMPLIANCE

4.1 If Confidential Information includes personal data, the parties will each comply with applicable data protection and privacy laws in connection with collection, access, transmission, storage, use and deletion of such personal data. Each party shall implement and maintain appropriate administrative, technical and physical safeguards to protect personal data against unauthorized or accidental access, disclosure, loss, alteration or destruction.

4.2 Each party shall promptly notify the other upon becoming aware of any security breach that materially affects the other party's Confidential Information and shall cooperate in good faith to investigate and remediate such breach.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 5.2, shall remain in effect for a period of years. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information shall continue for a period of five (5) years from the date of disclosure, or for so long as such information remains a trade secret under applicable law, whichever is longer.

5.2 Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Termination will not relieve either party of obligations with respect to Confidential Information disclosed prior to termination.

6. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party following termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return to the Disclosing Party or destroy all tangible materials containing Confidential Information and shall certify in writing that it has taken such actions; provided that the Receiving Party may retain one archival copy as required by law or internal document retention policies, subject to the confidentiality obligations of this Agreement.

Options on disposition: Return materials Destroy materials

7. REMEDIES; LIMITATIONS

7.1 The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party will be entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach without the necessity of posting bond, in addition to any other remedies available at law or in equity.

7.2 Except for liability arising from a party's willful misconduct, gross negligence, or breach of provisions relating to personal data or trade secrets, neither party shall be liable to the other for incidental, consequential, punitive or special damages arising out of this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

9. AMENDMENTS; WAIVER

9.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

9.2 No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

10. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

10.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

10.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings and agreements, whether written or oral, relating thereto.

11. COUNTERPARTS

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

MISCELLANEOUS

The parties acknowledge that the obligations in this Agreement are reasonable and necessary to protect their legitimate interests. The parties further acknowledge that each has had the opportunity to consult with counsel of its choice regarding this Agreement and that no provision shall be construed against a party by reason of authorship.

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