Legal Non Disclosure and Consent Form

LEGAL NON-DISCLOSURE AND CONSENT FORM

This Non-Disclosure and Consent Agreement (the "Agreement") is made and entered into as of the day of , by and between Disclosing Party: , with principal place of business at ; and Receiving Party: , with principal place of business at .

RECITALS

WHEREAS, the Disclosing Party possesses confidential and proprietary information, including without limitation trade secrets, technical data, business plans, financial information, and personal data, that it desires to disclose to the Receiving Party for the limited purpose described below; and

WHEREAS, the Receiving Party is willing to receive and use such information only on the terms and conditions set forth in this Agreement and, where applicable, gives the consents described herein regarding processing of personal data; and

WHEREAS, the parties seek to ensure the confidentiality of disclosed information and to define the scope of consent for any personal data included within such disclosures.

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 information disclosed by the Disclosing Party to the Receiving Party, whether in written, electronic, oral or other form, that is designated as confidential or that, by its nature, ought reasonably to be considered confidential. Confidential Information includes, without limitation, business plans, product information, financial data, customer lists, technical specifications, designs, prototypes, trade secrets, and any Personal Data as defined below.

1.2 "Personal Data" means any information relating to an identified or identifiable natural person that is contained within Confidential Information or otherwise provided by the Disclosing Party to the Receiving Party under this Agreement.

2. PURPOSE

3. CONFIDENTIALITY OBLIGATIONS

3.1 The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any person or entity except as permitted by this Agreement; and (c) use Confidential Information solely for the Purpose. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 The Receiving Party shall limit access to Confidential Information to those of its employees, agents or contractors who need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

4.1 Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or government body, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to obtain a protective order.

5. PERMITTED DISCLOSURES

5.1 The Receiving Party may disclose Confidential Information to the extent necessary to its employees, officers, legal counsel, accountants, prospective investors or acquirers, and contractors for the Purpose, provided that the Receiving Party remains fully liable for any breach of this Agreement by such persons.

6. TERM; RETURN OR DESTRUCTION

6.1 The confidentiality obligations under this Agreement shall continue for a period of years from the date of disclosure of the relevant Confidential Information, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6.2 Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy, at the Disclosing Party's election, all documents and materials containing Confidential Information and certify in writing the completion of such destruction.

7. CONSENT TO PERSONAL DATA PROCESSING

7.1 If Confidential Information includes Personal Data, the Receiving Party acknowledges and agrees that it shall process such Personal Data only for the Purpose, in compliance with applicable data protection laws, and subject to the safeguards described in this Agreement.

Receiving Party consents to the collection, use, transfer and retention of Personal Data as necessary for the Purpose and as set forth in this Agreement.

8. REPRESENTATIONS; NO LICENSE

8.1 Each party represents that it has the authority to enter into this Agreement. The Disclosing Party represents that it has taken reasonable measures to protect the confidentiality of the Confidential Information disclosed.

8.2 Nothing in this Agreement grants the Receiving Party any license under any patent, trademark, copyright or other intellectual property right of the Disclosing Party except as expressly set forth herein.

9. REMEDIES

9.1 The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall therefore be entitled to seek injunctive relief, specific performance, and any other appropriate equitable remedies without the necessity of posting bond, in addition to any other remedies available at law or in equity.

10. INDEMNIFICATION

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

11. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may specify in writing in accordance with this Section.

12. GOVERNING LAW; VENUE

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 federal and state courts located in that state for any dispute arising out of or related to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

13.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements.

13.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

13.4 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. A signed copy delivered by electronic or facsimile transmission shall be deemed an original.

14. MISCELLANEOUS

14.1 The obligations of confidentiality and the Receiving Party's indemnification obligations shall survive termination or expiration of this Agreement to the extent set forth herein.

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