Legal NCS Agreement

LEGAL NCS AGREEMENT

This Legal NCS Agreement ("Agreement") is made and entered into as of , by and between Party A Name: with a principal place of business at ("Disclosing Party"), and Party B Name: with a principal place of business at ("Receiving Party").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary and commercially sensitive information related to its business operations, customers, suppliers and prospective transactions, including but not limited to technical data, business plans, pricing, customer lists and introductions, trade secrets and other information as further described below ("Confidential Information");

WHEREAS, Disclosing Party and Receiving Party wish to evaluate and engage in a potential business relationship for the purpose of

WHEREAS, the parties desire to protect their respective interests by establishing binding obligations of confidentiality, non-circumvention and non-solicitation with respect to Confidential Information and business relationships disclosed in connection with the foregoing purpose.

NOW THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, in writing or electronically, 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 but is not limited to: technical data, trade secrets, business plans, financial information, customer and supplier lists, introductions, pricing, proposals and any materials derived therefrom. Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of Receiving Party; (b) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 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 a reasonable standard of care; (b) use Confidential Information solely for the purpose set forth above; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement.

2.2 Permitted disclosures: Receiving Party may disclose Confidential Information to its employees, officers, attorneys, accountants, advisors and contractors who have a legitimate need to know, provided that such recipients are bound by confidentiality obligations at least as protective as those in this Agreement. Receiving Party shall remain liable for any breach of this Agreement by such recipients.

2.3 Compelled disclosure: If Receiving Party is required by law, regulation or valid order to disclose Confidential Information, Receiving Party shall (to the extent practicable and permitted) provide prompt written notice to Disclosing Party and cooperate with Disclosing Party, at Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

3. NON-CIRCUMVENTION

3.1 Receiving Party agrees that, during the Term and for a period of years thereafter, it will not, directly or indirectly, circumvent, avoid, bypass, or obviate Disclosing Party's interests by engaging in any transaction with any person, entity or opportunity introduced by Disclosing Party for the purpose of obtaining the economic benefit of such transaction without the prior written consent of Disclosing Party.

3.2 Remedies: The parties agree that a breach of this Section 3 would cause irreparable harm to Disclosing Party for which monetary damages would be inadequate, and Disclosing Party shall be entitled to preliminary and permanent injunctive relief in addition to any other remedies at law or in equity. The parties further agree that, notwithstanding any other remedy, in the event of a breach of this Section 3, Receiving Party shall pay liquidated damages in the amount of as a reasonable pre-estimate of damages, without prejudice to injunctive relief.

4. NON-SOLICITATION

4.1 During the Term and for a period of years following termination, Receiving Party shall not, directly or indirectly, solicit, induce or attempt to solicit or induce any employee, consultant or contractor of Disclosing Party to terminate employment or engagement with Disclosing Party, nor shall it solicit or transact business with any customer or client of Disclosing Party with whom Receiving Party had material contact in connection with the Purpose, without the prior written consent of Disclosing Party.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial period of years (the "Term"), unless earlier terminated by mutual written agreement of the parties.

5.2 Survival. The obligations of confidentiality, non-circumvention, non-solicitation, indemnification and remedies shall survive termination or expiration of this Agreement for the periods specified herein and, with respect to Confidential Information, for a period of years after termination, or for so long as such Confidential Information remains a trade secret under applicable law, whichever is longer.

6. REMEDIES

6.1 The parties acknowledge that any breach of Sections 2, 3 or 4 would cause irreparable harm for which monetary damages may be an inadequate remedy. In addition to any other remedies available, the non-breaching party shall be entitled to seek injunctive and equitable relief, including specific performance, without the requirement of posting bond, and to recover costs and reasonable attorneys' fees incurred in enforcing its rights under this Agreement.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; that the person signing on its behalf is authorized to bind it; and that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

8. INDEMNIFICATION

Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach by Receiving Party of this Agreement, including unauthorized disclosure or misuse of Confidential Information.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, fraud, breach of Sections 2, 3 or 4, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages.

10. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail return receipt requested, or email with confirmation of receipt to the addresses set forth above or to such other address as a party may designate by notice delivered in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a writing signed by authorized representatives of both parties.

11.2 Waiver. No waiver of any right or remedy under this Agreement will be effective unless in writing and signed by the party waiving such right, and no waiver will constitute a waiver of any other right or of the same right on a subsequent occasion.

11.3 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 delivered by facsimile or electronic image shall be deemed original signatures for all purposes.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising under this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings and communications, both written and oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The obligations and remedies set forth in this Agreement are in addition to, and not in lieu of, any other remedies available at law or in equity.

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