Legal Protective Order Agreement

LEGAL PROTECTIVE ORDER AGREEMENT

This Legal Protective Order Agreement (Agreement) is entered into as of by and between Party A: with principal address and Party B: with principal address (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties anticipate the disclosure of documents, testimony, information, and tangible things in the course of litigation, arbitration, administrative proceedings, or settlement discussions identified as (Matter), some of which may contain proprietary, trade secret, confidential, or otherwise sensitive information; and

WHEREAS, the Parties desire to minimize the risk of improper disclosure of such information and to provide a binding and enforceable procedure for designating, handling, and protecting such material; and

WHEREAS, the Parties agree that immediate and adequate protection of such information is necessary and that this Agreement sets forth the terms under which confidential information will be designated and treated.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Confidential Information" means information, documents, testimony, data, or tangible things produced or exchanged in the Matter that a Producing Party in good faith designates as confidential, proprietary, a trade secret, or otherwise requiring protection, including but not limited to technical data, business plans, financial information, customer lists, source code, and privileged communications.

"Producing Party" means a Party or non-party that produces or discloses Confidential Information under the Matter. "Receiving Party" means a Party, counsel, expert, or other person or entity that receives Confidential Information from the Producing Party.

2. DESIGNATION OF CONFIDENTIAL MATERIALS

Any Producing Party may designate documents or other materials as Confidential Information by marking them "CONFIDENTIAL" or other clear written designation at the time of production. For deposition testimony, designation may be made on the record at the deposition or by written notice to all Parties within fourteen (14) days after receiving the transcript.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as shown by written records; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Producing Party's Confidential Information.

3. PROTECTION AND USE

The Receiving Party shall maintain Confidential Information in strict confidence and shall not disclose such information to any person except as expressly permitted by this Agreement or by order of a court of competent jurisdiction. Confidential Information shall be used solely for purposes of prosecuting, defending, or resolving the Matter and for no other purpose.

Disclosure is permitted to the following persons provided they are informed of and agree to be bound by this Agreement: (a) outside counsel of record for the Parties; (b) in-house counsel of a Party as reasonably necessary; (c) experts or consultants retained to assist in the Matter; (d) court personnel and mediators as required by the proceeding; and (e) witnesses during depositions to the extent disclosure is reasonably necessary to their testimony. Prior to disclosure to any expert or consultant, the Receiving Party shall obtain a written acknowledgment substantially in the form annexed as an Exhibit to this Agreement that the person will abide by its terms.

4. CHALLENGE TO DESIGNATION

A Receiving Party may challenge any designation of Confidential Information by providing written notice to the Producing Party specifying the challenged material and the grounds for challenge. The Parties shall attempt in good faith to resolve the dispute within ten (10) days of notice. If the Parties cannot resolve the dispute, the Receiving Party may apply to the presiding court or tribunal for a ruling, whereupon the designation will remain in effect unless and until the court orders otherwise.

5. FILING UNDER SEAL

If a Party intends to file Confidential Information with the court, that Party shall follow the applicable rules and procedures of the forum regarding sealed filings. To the extent permitted by law, the Parties agree to cooperate to seek entry of appropriate sealing orders to protect Confidential Information from public disclosure.

6. RETURN OR DESTRUCTION

Within sixty (60) days after final termination of the Matter, including all appeals, the Receiving Party shall, at the Producing Party's election, either return all Confidential Information and copies to the Producing Party or destroy such materials and certify in writing to the Producing Party that destruction has been completed. Notwithstanding the foregoing, counsel may retain one archival copy of pleadings, briefs, correspondence, deposition transcripts, and work product that may contain Confidential Information solely for archival purposes, subject to the confidentiality obligations of this Agreement.

7. INADVERTENT DISCLOSURE

If Confidential Information is inadvertently produced without designation or inadvertently produced in redacted form, upon discovery the Producing Party shall promptly notify the Receiving Party in writing. The Receiving Party shall promptly return or destroy the inadvertently produced material and shall make reasonable efforts to retrieve disclosed materials from third parties to whom disclosure was made. No Party shall be deemed to have waived any applicable privilege or protection by such inadvertent production; the Parties reserve the right to seek a court ruling regarding any claim of privilege or protection.

8. DURATION

The obligations of confidentiality under this Agreement shall continue until the Confidential Information no longer qualifies as confidential under Section 2 or until further order of the presiding court. Notwithstanding termination of the Matter, the Receiving Party's duty to protect Confidential Information shall survive for a period of following the date of final termination unless otherwise ordered by a court.

9. REMEDIES AND ENFORCEMENT

The Parties agree that monetary damages may be inadequate to remedy a breach of this Agreement and that the Producing Party shall be entitled to injunctive relief and any other equitable remedies to prevent dissemination of Confidential Information, in addition to any other rights or remedies available at law or in equity. The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

10. 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. Each signatory affirms that they are authorized to bind the Party on whose behalf they sign.

11. NOTICES

Notices to Party A:

Notices to Party B:

12. AMENDMENTS, WAIVER, AND COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to the protection of Confidential Information in the Matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the greatest extent practicable, achieves the original intent.

16. MISCELLANEOUS

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate and that the Producing Party shall be entitled to equitable relief, including injunctive relief, without proof of actual damages or the posting of a bond. The rights and obligations under this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

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