Legal Waiver of Confidentiality

LEGAL WAIVER OF CONFIDENTIALITY

This Legal Waiver of Confidentiality (the "Waiver") is made effective as of by and between Disclosing Party: with principal address at , and Receiving Party: with principal address at .

RECITALS

WHEREAS, Disclosing Party possesses certain information that it has designated or treated as confidential, proprietary, or trade secret information, including but not limited to technical data, business plans, customer lists, financial information, and other information described below (collectively, "Confidential Information");

WHEREAS, Receiving Party and Disclosing Party previously entered into confidentiality obligations restricting disclosure and use of Confidential Information; and

WHEREAS, Disclosing Party now desires to waive certain confidentiality rights and permit limited disclosure or use of specified Confidential Information under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Confidential Information" means information disclosed by Disclosing Party to Receiving Party that is identified in writing, or if disclosed orally, is summarized in writing by Disclosing Party within thirty (30) days of disclosure, and includes the description set forth below and any other information reasonably understood to be confidential.

2. WAIVER

Disclosing Party hereby knowingly, voluntarily, and irrevocably waives, to the extent set forth in this Waiver, its rights to enforce confidentiality restrictions against Receiving Party with respect to the Confidential Information described above. The waiver is limited to the uses and disclosures expressly authorized in Section 3 and does not otherwise operate as a release of Confidential Information beyond the scope expressly set forth herein.

3. SCOPE OF WAIVER

The waiver granted hereby permits Receiving Party to:

(a) Disclose Confidential Information to the following persons or entities: ; and

(b) Use Confidential Information for the following purpose(s): .

Any disclosure or use beyond the persons and purposes set forth above remains governed by the original confidentiality obligations unless separately agreed in writing.

4. CONSIDERATION

The parties acknowledge that the waivers and permissions granted herein constitute valid consideration for each party's obligations under this Waiver. Disclosing Party affirms that it has the authority to grant the waiver described in this document.

5. REPRESENTATIONS AND WARRANTIES

Disclosing Party represents and warrants that, to its knowledge, the grant of the waiver will not violate any agreement with third parties and that it has taken reasonable steps to identify third-party interests in the Confidential Information. Each party represents that it has full corporate or individual power and authority to enter into and perform this Waiver.

6. RELEASE; COVENANT NOT TO SUE

In consideration of the matters set forth herein, Disclosing Party releases and forever discharges Receiving Party from any claims, liabilities, losses, or damages arising solely from the authorized disclosures and uses described in Section 3. Disclosing Party covenants not to initiate or maintain any action, claim, or proceeding against Receiving Party for such authorized disclosures, except for breaches of this Waiver.

7. LIMITATIONS; EXCLUSIONS

Nothing in this Waiver shall be construed to waive any obligations or rights of any third party, nor shall it waive any confidentiality protections afforded by law for information that by law is not subject to waiver. The waiver does not permit disclosure of information that is subject to statutory privilege, court order, or obligations to third parties unless expressly authorized in writing.

8. INDEMNIFICATION

Receiving Party shall indemnify, defend, and hold harmless Disclosing Party from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) that arise from or relate to Receiving Party's unauthorized disclosures or uses of Confidential Information beyond the scope of this Waiver.

9. NOTICES

All notices required or permitted under this Waiver shall be in writing and delivered to the parties at the following addresses:

10. REMEDIES

The parties agree that monetary damages may be insufficient to remedy a breach of this Waiver and that the non-breaching party shall be entitled, in addition to other remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or remedy any breach or threatened breach.

11. GOVERNING LAW

This Waiver shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Waiver constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Waiver is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Waiver shall be effective unless in writing and signed by both parties. No waiver of any right under this Waiver shall be deemed a waiver of any other right. This Waiver 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.

14. AUTHORITY

Each person signing this Waiver on behalf of a party represents and warrants that he or she is duly authorized to execute and deliver this Waiver on behalf of such party and to bind the party to the terms and conditions hereof.

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