Legal NCE Agreement

LEGAL NCE AGREEMENT

This NCE Agreement ("Agreement") is made as of between Party A: , entity type: , with principal address at ; and Party B: , entity type: , with principal address at . Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to explore and pursue certain business opportunities, introductions and transactions (the "Business Opportunity") and, in connection therewith, expect to exchange confidential, proprietary and commercially sensitive information; and

WHEREAS, the Parties wish to establish binding obligations of confidentiality, non-circumvention and exclusivity with respect to specified contacts, leads, customers, suppliers, financing sources and other business relationships introduced by either Party; and

WHEREAS, the Parties intend that the covenants set forth below shall govern their conduct and provide remedies for breaches, including injunctive relief and monetary damages.

NOW, THEREFORE, in consideration of the mutual promises and 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

1.1 "Confidential Information" means all non-public information disclosed by a Disclosing Party to the Receiving Party, whether in oral, written, electronic or other form, including without limitation business plans, financial data, customer and supplier lists, pricing, marketing strategies, technical information, proposals, contracts, trade secrets and other proprietary information. 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) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party as evidenced by written records; (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 from a third party without restriction on use or disclosure.

1.2 "Introduced Parties" means any third persons, entities or contacts identified, introduced or disclosed by a Disclosing Party to the Receiving Party in connection with the Business Opportunity, including customers, suppliers, investors and service providers.

2. NON-CIRCUMVENTION

2.1 Each Party covenants and agrees that it shall not, directly or indirectly, circumvent, avoid, bypass or obviate the other Party with respect to any Introduced Parties for the purpose of soliciting, negotiating or concluding any transaction that would otherwise result in fees, commissions, revenue or other compensation to the introducing Party, whether such circumvention occurs by means of a separate entity, affiliate, nominee, agent or representative.

2.2 The non-circumvention obligations set forth in this Section 2 shall apply during the Term defined in Section 4 and for a period of following termination or expiration of this Agreement.

2.3 Remedies. A breach of this Section 2 will cause irreparable harm to the non-breaching Party for which monetary damages may be insufficient. The non-breaching Party shall be entitled, in addition to any other remedy it may have at law or in equity, to seek injunctive relief and specific performance without the requirement of posting a bond, and to recover actual damages, lost profits, any commissions or fees that would have been payable, and reasonable attorneys' fees and costs incurred in enforcing this Agreement.

3. CONFIDENTIALITY

3.1 Duty of Confidentiality. The Receiving Party shall maintain the Confidential Information in strict confidence, shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, and shall use Confidential Information solely for the purpose of evaluating or pursuing the Business Opportunity.

3.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information only to its employees, affiliates, agents, legal counsel and professional advisors who have a need to know such information for the Business Opportunity and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party remains fully liable for any breach of this Agreement by such persons.

3.3 Return or Destruction. Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's direction, destroy all tangible embodiments of Confidential Information and certify in writing that such return or destruction has occurred, except that the Receiving Party may retain archival copies to the extent required by applicable law or internal policies subject to continued confidentiality obligations.

3.4 Duration. Except as otherwise provided in this Agreement, the obligations of confidentiality set forth in this Section 3 shall survive for from the date of disclosure of the Confidential Information.

4. TERM; TERMINATION; SURVIVAL

4.1 Term. This Agreement shall commence on the Effective Date set forth above and shall continue in full force and effect for a period of unless earlier terminated by mutual written agreement of the Parties or as otherwise provided herein.

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Survival. The provisions of Sections 1, 2, 3, 4.3, 5, 6, 7, 8, 9 and 10 and any other provision which by its nature is intended to survive termination shall survive expiration or termination of this Agreement.

5. CONSIDERATION

5.1 Consideration. As consideration for the mutual promises contained herein, the Parties agree that Party shall pay to Party a fee of USD upon the consummation of any transaction that results directly from an Introduced Party during the Term or the applicable non-circumvention period.

5.2 Payment Terms. Fees due under this Agreement shall be paid within days of invoice and are subject to recovery of reasonable costs and attorneys' fees for collection of delinquent amounts.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that execution and delivery of this Agreement has been duly authorized by all necessary action. Each Party further represents that, to its knowledge, it has not previously granted rights to any third party that would materially conflict with the rights granted under this Agreement.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by the Indemnifying Party of this Agreement or from the Indemnifying Party's negligent or willful misconduct in connection with the Business Opportunity.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTIONS 2 OR 3 OR FOR WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE PARTIES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. NOTICES

Notices to Party A

Notices to Party B

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

10.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce it subsequently.

10.3 Counterparts. 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 transmitted by electronic means (including scanned signature pages or electronic signature services) shall be binding.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county or district in which the chosen state maintains its principal courts for resolution of disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

13. MISCELLANEOUS PROVISIONS

The Parties acknowledge that monetary damages may be inadequate to compensate for a breach of Sections 2 or 3 and agree that any remedy at law shall be deemed inadequate; accordingly, the non-breaching Party shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity.

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. References to "including" or "including but not limited to" shall be deemed to mean "including without limitation."

ADDITIONAL TERMS / NOTES

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