Legal NCRO Agreement

LEGAL NCRO AGREEMENT

This Legal NCRO Agreement (the "Agreement") is entered into as of by and between Disclosing Party Name: (the "Disclosing Party") and Receiving Party Name: (the "Receiving Party"). For purposes of this Agreement, the term "NCRO" refers collectively to the obligations of non-circumvention, confidentiality and non-disclosure set forth herein.

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential, proprietary or sensitive business information, contacts, transaction opportunities and trade arrangements that are valuable and not generally known outside the Disclosing Party's business operations;

WHEREAS, the Receiving Party desires to evaluate or otherwise receive such information and opportunities for the purpose of potential business discussions or transactions between the parties;

WHEREAS, the parties desire to ensure that the Receiving Party will not circumvent the Disclosing Party's relationships or exploit Confidential Information for its own benefit outside the scope of authorized cooperation.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, electronic or observed, 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. Confidential Information includes, without limitation, business plans, customer and supplier lists, pricing, proprietary processes, trade secrets, financial information, identities of business contacts and transactional opportunities.

1.2 "Circumvent" or "Circumvention" means directly or indirectly dealing with, soliciting, negotiating with, contracting with, or otherwise facilitating any person, entity or opportunity introduced by the Disclosing Party to the Receiving Party for the purpose of avoiding payment, commission or referral arrangements to the Disclosing Party.

2. NON-CIRCUMVENTION

2.1 The Receiving Party agrees that it will not, directly or indirectly, circumvent, avoid, bypass, or obviate the intent of any business opportunity, introduction, contact, or transactional relationship made available by the Disclosing Party, whether such opportunity is presented before or after the Effective Date, for the shorter of (a) a period of from the Effective Date or (b) until the opportunity is consummated or terminated.

2.2 If the Receiving Party intends to pursue an opportunity introduced by the Disclosing Party, it shall notify the Disclosing Party in writing and shall not enter into any agreement with the introduced party without first negotiating in good faith any compensation, commission or referral fee due to the Disclosing Party.

3. CONFIDENTIALITY AND NON-DISCLOSURE

3.1 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 confidential 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 of evaluating or pursuing the business relationship contemplated by the parties.

3.2 The obligations of confidentiality shall not apply to 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; (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.

4. PERMITTED DISCLOSURES

4.1 The Receiving Party may disclose Confidential Information to its directors, officers, employees, affiliates, professional advisors and contractors ("Representatives") who have a legitimate need to know, provided that the Receiving Party remains responsible for any breach of this Agreement by such Representatives and makes commercially reasonable efforts to bind them to confidentiality obligations consistent with this Agreement.

4.2 If the Receiving Party is compelled by law or valid process to disclose Confidential Information, the Receiving Party shall, to the extent permitted by law, give the Disclosing Party prompt written notice so that the Disclosing Party may seek protective relief or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose and shall cooperate with the Disclosing Party's reasonable efforts to limit such disclosure.

5. USE OF INFORMATION; RETURN OR DESTRUCTION

5.1 All Confidential Information disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license, ownership right, or other interest in or to the Confidential Information except as expressly set forth herein.

5.2 Upon written request of the Disclosing Party or upon termination of discussions between the parties, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and provide a written certification of destruction or return.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of , unless earlier terminated by mutual written agreement of the parties.

6.2 Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information and non-circumvention shall survive for the time periods set forth in this Agreement or for as long as Confidential Information remains confidential under applicable law.

7. EXCLUSIONS

7.1 The obligations set forth herein do not prohibit the Receiving Party from engaging in independent development or from conducting business with unrelated third parties that the Receiving Party had prior relationships with, provided such activities do not rely upon or exploit the Disclosing Party's Confidential Information or constitute Circumvention.

8. REMEDIES

8.1 The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law or in equity. The Receiving Party waives the defense that a remedy at law is adequate.

8.2 The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

9. INDEMNIFICATION

9.1 The Receiving Party shall indemnify, defend and hold harmless the Disclosing Party from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement by the Receiving Party or its Representatives.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S BREACH OF CONFIDENTIALITY OR NON-CIRCUMVENTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. NOTICES

11.1 All notices, requests and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given when received by personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

12.1 No amendment or modification of this Agreement shall be effective unless made in a writing signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

13.1 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 deemed binding for all purposes.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. CONFIDENTIAL INFORMATION DESCRIPTION

17. MISCELLANEOUS

17.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Neither party has authority to bind the other.

17.2 Assignment. This Agreement and the rights hereunder are not assignable by either party without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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