Legal Proprietary Information Checklist

LEGAL PROPRIETARY INFORMATION CHECKLIST

This Proprietary Information Checklist (the "Checklist") is made and entered into by and between Discloser Name: and Recipient Name: with an effective date of: . This Checklist is intended to identify, classify and set handling requirements for Proprietary Information exchanged between the parties.

RECITALS

WHEREAS, Discloser possesses certain business, technical and other proprietary information that has commercial value and is not generally known to the public (collectively, "Proprietary Information"); and

WHEREAS, the parties intend to identify specific categories and items of Proprietary Information to ensure appropriate marking, access control, retention, return or destruction, and to provide a contemporaneous record of disclosures and custodians; and

WHEREAS, the parties desire to reduce to a written checklist the material facts relating to delivery, custody, and handling requirements for such Proprietary Information as of the effective date above.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Checklist, "Proprietary Information" means any information, whether written, electronic, oral or tangible, including but not limited to trade secrets, technical data, source code, algorithms, designs, customer and supplier lists, pricing, financial projections, marketing plans, personnel records, and third-party confidential information, that is disclosed by Discloser to Recipient and designated as confidential or that, by its nature, ought reasonably to be treated as confidential.

2. SCOPE AND PURPOSE

This Checklist records the categories of Proprietary Information subject to specified handling requirements, the current custodians, locations, marking status, and any special restrictions or legal privileges asserted by Discloser. It does not replace or limit any confidentiality agreement between the parties; rather it operates as an operational annex identifying items and handling protocols as of the effective date.

3. IDENTIFICATION AND MARKING REQUIREMENTS

Proprietary Information shall be clearly marked "Confidential," "Proprietary," "Trade Secret" or with equivalent notice when in tangible or electronic form. Oral disclosures shall be confirmed in writing and designated as Proprietary within a commercially reasonable time after disclosure.

4. CHECKLIST OF CATEGORIES

Indicate presence, marking, copies and current custody for each category by checking boxes and providing requested details.

5. SPECIAL HANDLING & DATA SECURITY

Special handling requirements (encryption, separate physical storage, multi-factor access, forensic logging, restricted disclosure lists) must be recorded below. Where technical controls are required, specify the minimum acceptable controls. Failure to comply with listed special handling obligations constitutes a material breach of any confidentiality obligations between the parties.

6. RECORD OF DISCLOSURE

List known disclosures of identified Proprietary Information below. For oral disclosures, indicate the date of confirmation in writing.

7. REPRESENTATIONS, WARRANTIES AND REMEDIES

Discloser represents and warrants that, to the best of its knowledge, the designation, description and privilege assertions recorded herein are accurate as of the effective date. Recipient acknowledges that Proprietary Information may be the subject of trade secret protection, contract restrictions or third-party confidentiality obligations, and agrees to treat such information in accordance with the handling requirements specified in this Checklist and any controlling confidentiality agreement. Breach of handling requirements entitles Discloser to injunctive relief and recovery of damages to the extent permitted by law.

8. NOTICES

All notices relating to this Checklist shall be given in writing to the addresses below and are effective upon receipt by the notified party.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Checklist shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

Entire Agreement: This Checklist, together with any controlling confidentiality agreement, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior contemporaneous understandings, agreements or communications regarding the identification and handling of the listed Proprietary Information.

Severability: If any provision of this Checklist is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

10. AMENDMENTS; WAIVER; COUNTERPARTS

Amendments: Any amendment to this Checklist must be in writing and signed by authorized representatives of both parties. Waiver: A waiver of any provision shall be effective only if in writing and signed by the waiving party. Counterparts: This Checklist may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

CERTIFICATION

The undersigned representatives certify that they are authorized to complete this Checklist on behalf of their respective parties, and that the information recorded herein accurately reflects the identification, marking and handling requirements for the listed Proprietary Information as of the effective date.

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