Legal NCP Terms

LEGAL NCP TERMS

This Legal NCP Terms Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: who is an entity of type Individual Corporation LLC Partnership Other: , with principal address at , and Party B: who is an entity of type Individual Corporation LLC Partnership Other: , with principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties intend to evaluate and engage in certain business introductions, collaborations, or transactions involving customers, suppliers, prospects or other business relationships (the "Business Opportunities"); and

WHEREAS, in connection with the Business Opportunities one Party may disclose to the other non-public information, business contacts and proprietary relationships that the disclosing Party regards as confidential and which, if used or misappropriated, would cause irreparable harm; and

WHEREAS, the Parties desire to set forth their obligations with respect to non-circumvention, confidentiality, proprietary rights and other terms to prevent improper use of introductions and confidential information.

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

1.1 "Confidential Information" means all non-public information disclosed by a Disclosing Party to the Receiving Party, whether disclosed orally, visually, in writing, electronically, or by inspection of tangible objects, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financials, customer lists, introductions, supplier identities, pricing, proprietary processes, trade secrets and technical data.

1.2 "Introduced Party" means any third party, customer, supplier, prospect or contact that a Party directly or indirectly introduces to the other Party in connection with the Business Opportunities.

2. NON-CIRCUMVENTION

2.1 Obligation. The Receiving Party shall not, directly or indirectly, circumvent, attempt to circumvent, or facilitate the circumvention of the Disclosing Party with respect to any Introduced Party for purposes of pursuing Business Opportunities without the express written consent of the Disclosing Party. This includes but is not limited to contacting, negotiating with or entering into any transaction with an Introduced Party, or soliciting an Introduced Party, in a manner that would deprive the Disclosing Party of fees, commissions, revenue or other economic benefits reasonably expected from the introduction.

2.2 Recordkeeping. The Receiving Party shall maintain complete and accurate records of any communications, negotiations and transactions involving Introduced Parties and shall provide such records to the Disclosing Party upon reasonable request to verify compliance.

2.3 Liquidated Damages. The Parties acknowledge that damages from a breach of this Section would be difficult to ascertain and agree that, in the event of a breach, the breaching Party shall be liable for liquidated damages in the amount of , plus costs and attorneys' fees incurred by the non-breaching Party, without limiting equitable remedies.

3. CONFIDENTIALITY

3.1 Duty of Confidentiality. The Receiving Party shall hold Confidential Information in strict confidence, shall not use it except to evaluate or pursue the Business Opportunities, and shall not disclose it to any third party except to its Representatives who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

3.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law or regulation, provided that, to the extent legally permissible, the Receiving Party provides prompt written notice and cooperates with reasonable efforts to obtain confidential treatment.

3.3 Return or Destruction. Upon termination of discussions or upon written request, the Receiving Party shall promptly return or destroy, at the Disclosing Party's election, all Confidential Information and certify such return or destruction in writing.

4. NON-SOLICITATION

4.1 During the Term of this Agreement and for months following termination, neither Party shall directly or indirectly solicit for employment or contract any employee, consultant or contractor of the other Party with whom the soliciting Party had material contact as a result of the Business Opportunities.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Each Party retains all right, title and interest in and to its pre-existing intellectual property. No license or assignment of intellectual property is granted except as expressly set forth in a separate written agreement signed by the Parties.

5.2 Joint Work Product. Any work product created jointly shall be owned as agreed in a separate written instrument; absent such an agreement, ownership shall be allocated in accordance with actual contribution and applicable law.

6. TERM; TERMINATION; SURVIVAL

6.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated by mutual written agreement.

6.2 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party that remains uncured for thirty (30) days after written notice specifying the breach.

6.3 Survival. The obligations under Sections 2 (Non-Circumvention), 3 (Confidentiality), 5 (Intellectual Property), 7 (Remedies), 8 (Indemnification), 9 (Limitation of Liability), and any other provision that by its nature survives termination, shall survive termination or expiration of this Agreement.

7. REMEDIES; INJUNCTIVE RELIEF

7.1 Equitable Relief. The Parties acknowledge that money damages may be inadequate to remedy a breach of this Agreement and that the non-breaching Party shall be entitled to seek injunctive relief, specific performance and such other equitable remedies as may be available from a court of competent jurisdiction in addition to any other remedies at law or in equity.

7.2 Cumulative Remedies. Remedies provided under this Agreement are cumulative and in addition to any other remedies available at law or in equity.

8. INDEMNIFICATION

8.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) breach of this Agreement by the indemnifying Party; (b) willful misconduct or gross negligence; or (c) violation of applicable law in connection with the Business Opportunities.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, OR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED .

10. NOTICES

11. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest in connection with a merger, sale of all or substantially all assets, or other corporate reorganization, provided that the assignee assumes all obligations hereunder.

12. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall operate as a waiver of such right unless made in writing and signed by the waiving Party.

13. GOVERNING LAW

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

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that most nearly effects the Parties' original intent.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral.

16. 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 shall be effective to bind the Parties.

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