Legal VDA Agreement

LEGAL VDA AGREEMENT

This Voluntary Disclosure Agreement (the "Agreement") is made and entered into as of by and between Disclosing Party Name: , State of Organization: , Address: (hereinafter "Disclosing Party"), and Receiving Party Name: , State of Organization: , Address: (hereinafter "Receiving Party"). Disclosing Party and Receiving Party are collectively referred to as the "Parties."

Recitals

WHEREAS, Disclosing Party possesses certain proprietary, confidential, or otherwise sensitive information relating to its operations, products, services, records, or past conduct (the "Subject Matter") and desires to make a voluntary disclosure of specified aspects of that Subject Matter to Receiving Party for the limited purposes set forth herein; and

WHEREAS, Receiving Party is willing to receive certain information from Disclosing Party and to treat such information as confidential under the terms of this Agreement and to use the information only as expressly permitted; and

WHEREAS, the Parties intend by this Agreement to define the nature, scope, and limitations of any disclosure, and to allocate responsibility for preservation, use, return, and disposition of disclosed information.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, electronically or in writing, including without limitation business records, financial data, product information, internal reports, customer data, investigatory materials, and any information identified at the time of disclosure as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by Receiving Party; (b) was already known to Receiving Party without restriction at the time of disclosure as evidenced by written records; (c) becomes available from a third party having no obligation of confidentiality to Disclosing Party; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

2. Scope and Purpose of Disclosure

2.1 Disclosing Party shall disclose to Receiving Party the following subject matter and documents:

2.2 The sole purpose for which Receiving Party may use the Confidential Information is: (the "Purpose"). Any use of the Confidential Information for a purpose other than the Purpose is strictly prohibited.

3. Confidentiality Obligations

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

3.2 Receiving Party may disclose Confidential Information to those of its employees, agents, advisors, or representatives who have a legitimate need to know for the Purpose, provided that Receiving Party secures written commitments from such persons to be bound by confidentiality obligations at least as protective as those set forth in this Agreement.

3.3 The obligations in this Section shall remain in effect for a period of years from the date of disclosure of each item of Confidential Information, unless otherwise agreed in writing.

4. Permitted and Mandatory Disclosures

4.1 Receiving Party may disclose Confidential Information to the extent such disclosure is required by law, regulation, or valid order of a court or governmental body, provided that Receiving Party (to the extent legally permitted) provides Disclosing Party with prompt written notice of such requirement and cooperates with Disclosing Party, at Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

4.2 Any disclosure permitted under this Section shall be limited to the portion of Confidential Information that is legally required to be disclosed and Receiving Party shall use reasonable efforts to obtain confidential treatment of such disclosed information.

5. Return or Destruction of Materials

5.1 Upon Disclosing Party's written request, Receiving Party shall, within days, return or, at Disclosing Party's election, destroy all tangible Confidential Information and any copies thereof, and certify in writing that such return or destruction has been completed.

5.2 Notwithstanding the foregoing, Receiving Party may retain Confidential Information to the extent required by applicable law or for the limited purpose of complying with its internal legal or audit obligations, provided that retained copies remain subject to the confidentiality obligations of this Agreement.

6. Representations and Warranties

6.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

6.2 Disclosing Party makes no express or implied warranties regarding the accuracy, completeness, or fitness for any particular purpose of the Confidential Information, and Receiving Party acknowledges that any reliance on the Confidential Information is at its own risk.

7. Indemnification

7.1 Receiving Party shall indemnify, defend and hold harmless Disclosing Party and its officers, directors, employees and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Receiving Party's breach of this Agreement, unauthorized disclosure or use of Confidential Information, or negligent or willful acts or omissions in connection with the handling of Confidential Information.

8. Limitation of Liability

8.1 Except for breaches of confidentiality, willful misconduct, or gross negligence, neither Party shall be liable to the other for any consequential, incidental, special, punitive or exemplary damages arising out of or relating to this Agreement, whether based on contract, tort or any other legal theory.

9. Term and Termination

9.1 This Agreement shall commence on the effective date set forth above and shall continue in effect until terminated by mutual written agreement of the Parties or by either Party upon thirty (30) days' prior written notice to the other Party; provided that Receiving Party's obligations with respect to Confidential Information disclosed prior to termination shall survive as provided in Section 3.3.

10. Notices

10.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

11. Governing Law; Venue

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

12. Entire Agreement; Severability

12.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions, and understandings, whether written or oral.

12.2 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, to the extent possible, achieves the original economic and legal effect of the invalid provision.

13. Amendments; Waiver; Counterparts

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

13.2 The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy or any other right or remedy.

13.3 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. Electronic signatures or scanned counterparts of executed signature pages shall be valid and binding.

14. Miscellaneous

14.1 Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes the obligations hereunder.

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