Legal Submission Agreement

LEGAL SUBMISSION AGREEMENT

This Legal Submission Agreement (the "Agreement") is entered into as of Date: by and between Submitter Name: with principal address: (the "Submitter"), and Recipient Name: with principal address: (the "Recipient").

RECITALS

WHEREAS, Submitter possesses certain documents, materials, communications and other information described below (collectively, the "Submissions") and desires to provide the Submissions to Recipient for the limited purpose of legal review, analysis, advice and evaluation;

WHEREAS, Recipient is willing to receive and review the Submissions on the terms and conditions set forth in this Agreement and to safeguard certain non-public information as defined herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding ownership, confidentiality, use, return or destruction of the Submissions and other matters arising from such disclosure.

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

1. DEFINITIONS

1.1 "Submission" means all documents, data, reports, analyses, electronic files, communications, and other materials delivered or made available by Submitter to Recipient, whether disclosed in writing, electronically or orally, and including any copies or extracts thereof.

1.2 "Confidential Information" means the Submission and any non-public information identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, but excludes information that (a) is or becomes generally available to the public through no breach of this Agreement, (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality, or (c) is independently developed by Recipient without reference to or use of the Submission.

2. DESCRIPTION OF SUBMISSIONS

3. GRANT OF LIMITED LICENSE

Submitter hereby grants Recipient a non-exclusive, non-transferable, revocable license solely to use the Submission for the Purpose of evaluating, advising or providing legal services in connection with the matters described in the Recitals. Recipient shall not use the Submission for any commercial exploitation, public disclosure, solicitation, or other purpose without Submitter's prior written consent. All right, title and interest in and to the Submission remain with Submitter, and no ownership rights are transferred except for the limited license expressly granted herein.

4. CONFIDENTIALITY

4.1 Recipient shall hold the Confidential Information in strict confidence and shall not disclose it to any third party except to Recipient's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient shall use 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.

4.2 Recipient may disclose Confidential Information to the extent compelled by law or valid legal process, provided Recipient gives Submitter prior written notice of such compelled disclosure (to the extent legally permitted) and reasonably cooperates with Submitter's efforts to obtain a protective order or other appropriate remedy.

5. RETURN OR DESTRUCTION

Upon Submitter's written request, Recipient shall promptly return to Submitter or destroy all copies of the Submission and certify in writing that such return or destruction has been completed, except that Recipient may retain one archival copy solely for compliance and defense purposes in encrypted form and not for use.

6. REPRESENTATIONS AND WARRANTIES

Submitter represents and warrants that (a) it has all necessary authority to disclose the Submission and to grant the rights set forth in this Agreement, (b) to Submitter's knowledge, the Submission does not infringe the intellectual property or other proprietary rights of any third party, and (c) the information contained in the Submission is true and accurate as of the date submitted to the best of Submitter's knowledge. Submitter shall promptly notify Recipient of any known inaccuracies.

7. INDEMNIFICATION

Submitter shall indemnify, defend and hold harmless Recipient, 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 any claim that the Submission or Recipient's use thereof in accordance with this Agreement infringes or misappropriates any intellectual property or proprietary right of a third party, except to the extent such claim arises from Recipient's breach of this Agreement or use beyond the limited license granted herein.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND IN NO EVENT SHALL RECIPIENT'S AGGREGATE LIABILITY EXCEED THE DIRECT DAMAGES PROVEN BY SUBMITTER AND ATTRIBUTABLE TO RECIPIENT'S BREACH OF SECTIONS 3 OR 4 HEREOF.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices will be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered.

10. AMENDMENT, WAIVER AND COUNTERPARTS

No amendment or modification of this Agreement shall be binding unless executed in writing by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State or Jurisdiction of: without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

12. MISCELLANEOUS

The parties acknowledge that monetary damages may be insufficient to remedy a breach of this Agreement and that each party shall be entitled to seek injunctive relief and any other equitable remedy available to enforce the provisions of this Agreement without posting a bond. The parties agree to attempt in good faith to resolve any dispute arising from or in connection with this Agreement prior to commencing litigation.

SIGNATURES

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