Legal Norcon Agreement

LEGAL NORCON AGREEMENT

This Legal Norcon Agreement ("Agreement") is made and entered into as of , by and between Client Name: , with principal address at , and Counterparty Name: , with principal address at .

Party A entity type: Individual Corporation LLC Partnership Other

Party B entity type: Individual Corporation LLC Partnership Other

RECITALS

WHEREAS, each Party possesses certain confidential, proprietary, and business information and seeks to protect such information from unauthorized disclosure and use;

WHEREAS, the Parties desire to set forth their agreement with respect to the disclosure, protection, and non-competition and non-solicitation obligations relating to Confidential Information and other proprietary materials;

WHEREAS, the Parties acknowledge that certain restrictive covenants are reasonable and necessary to protect legitimate business interests, including the protection of trade secrets, customer relationships, and goodwill.

NOW, THEREFORE

In consideration of the mutual covenants and promises 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, proprietary, or business information disclosed by a Disclosing Party to a Receiving Party whether disclosed orally, visually, electronically or in writing, including but not limited to trade secrets, financial data, customer and supplier lists, pricing, technical data, know-how, product roadmaps, marketing plans, and any analyses, compilations, studies or other documents that contain or otherwise reflect such information. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction; (c) is received from a third party having the right to disclose such information without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Duty of Confidentiality. The Receiving Party shall (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose of evaluating or performing the Parties' business relationship; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or with the prior written consent of the Disclosing Party.

2.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information to those of its directors, officers, employees, agents and professional advisors who have a bona fide need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party remains liable for any breach of this Agreement by such persons.

3. NON-COMPETITION

3.1 Covenant. During the Term and for a period of years after termination, the Restricted Party shall not, directly or indirectly, engage in, own, manage, operate, control, or participate in any business that competes with the Business of the Disclosing Party within the Territory defined as: .

3.2 Reasonableness. The Parties agree the time, scope and geographic restrictions set forth in this Section are reasonable and necessary to protect the legitimate business interests of the Disclosing Party.

4. NON-SOLICITATION

4.1 Employees and Contractors. During the Term and for a period of years following termination, neither Party shall directly or indirectly solicit, induce, recruit or hire any employee or contractor of the other Party who was employed or engaged within the twelve (12) months preceding the termination.

4.2 Customers. The Restricted Party shall not during the same period solicit or attempt to solicit the active customers of the Disclosing Party for substantially similar products or services as those provided by the Disclosing Party.

5. EXCEPTIONS AND COMPULSORY DISCLOSURE

5.1 Exceptions. The obligations under this Agreement shall not apply to the extent Confidential Information is required to be disclosed by applicable law or by a court or governmental order, provided that the Receiving Party, to the extent legally permitted, gives prompt written notice to the Disclosing Party and cooperates in any lawful effort by the Disclosing Party to obtain confidential treatment or a protective order.

6. TERM; SURVIVAL; TERMINATION

6.1 Term. This Agreement commences on the Effective Date and continues in full force and effect until terminated by either Party upon thirty (30) days' prior written notice; provided, however, that Sections 1, 2, 3, 4, 6 (survival), 7, 8, 10, 11, 12 and 17 shall survive termination or expiration of this Agreement for the periods specified herein.

7. RETURN OR DESTRUCTION OF MATERIALS

Upon termination or written request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all documents and materials containing Confidential Information and shall certify in writing that all such materials have been returned or destroyed, except that one archival copy may be retained for compliance purposes subject to the confidentiality obligations herein.

8. REMEDIES; INJUNCTIVE RELIEF

8.1 Remedies. The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain breaches or threatened breaches of this Agreement without the necessity of posting a bond.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that the execution of this Agreement has been duly authorized.

10. INDEMNIFICATION

10.1 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 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 or its representatives.

11. LIMITATION OF LIABILITY

11.1 Except for breaches of Sections 2, 3 or 4 or acts of gross negligence or willful misconduct, neither Party shall be liable to the other for consequential, incidental, indirect, special or punitive damages, even if advised of the possibility of such damages.

12. GOVERNING LAW

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

13. NOTICES

Notices to Party A

Notices to Party B

14. AMENDMENTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

15. WAIVER

The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

17. 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 and communications, whether oral or written.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

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 electronically shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

By signing below, the undersigned certify that they have authority to bind their respective Party and acknowledge receipt of consideration and the enforceability of the covenants described herein.

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