Pre-application Legal Agreement

Pre-application Legal Agreement

This Pre-application Legal Agreement (the Agreement) is entered into as of by and between Applicant Name: with address: and Provider Name: with address: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Applicant intends to prepare and submit an informal pre-application package and related materials to Provider for the purpose of seeking guidance, feedback, or preliminary acceptance with respect to a potential formal application or transaction; and

WHEREAS, one or both Parties anticipate exchanging confidential, proprietary, or sensitive information in connection with the preparation, review, and evaluation of the pre-application materials; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the exchange, use, protection, and disposition of such materials prior to any final, binding agreement.

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

1. Definitions

1.1 "Confidential Information" means all information, whether in written, electronic, oral or other form, disclosed by a Disclosing Party to a Receiving Party in connection with the pre-application review, including but not limited to business plans, technical data, financial projections, designs, prototypes, specifications, trade secrets, and third-party information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Materials" means any documents, drawings, samples, reports, data, electronic files or other tangible items provided by a Party in connection with the pre-application process.

2. Purpose

The Parties agree to engage in preliminary discussions and an exchange of Materials for the limited purpose of evaluating the feasibility and appropriateness of a potential formal application or transaction (the Purpose). The exchange is strictly for evaluation and not for public disclosure or commercial exploitation except as expressly permitted in this Agreement.

3. Exchange and Use of Information

3.1 Each Party shall disclose only such Confidential Information as is reasonably necessary for the Purpose. Neither Party shall use Confidential Information of the other Party for any purpose other than the Purpose without the prior written consent of the Disclosing Party.

3.2 Materials provided under this Agreement remain the property of the Disclosing Party. The Receiving Party shall not reproduce, modify, create derivative works from, distribute, or otherwise exploit such Materials except as required to evaluate the Purpose or as permitted in writing by the Disclosing Party.

4. Confidentiality Obligations

4.1 The Receiving Party shall (a) hold the Disclosing Party's 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 such Confidential Information to any third party except to employees, contractors, agents or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) be responsible for any breach of this Agreement by such persons.

4.2 The confidentiality obligations shall not apply to information that: (a) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (b) is or becomes public through no fault of the Receiving Party; (c) is lawfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

5. Non-binding Nature; No Obligation

5.1 Except for the specific confidentiality and indemnity obligations expressly set forth in this Agreement, neither Party is under any obligation to enter into any further agreement, to proceed with the Purpose, or to enter into negotiations. No term of this Agreement shall be construed as an offer to purchase, sell, license or otherwise transact business.

6. Intellectual Property

6.1 All intellectual property rights existing prior to disclosure shall remain vested in the Party that owned such rights. No license, implied or otherwise, under any patent, copyright, trade secret or other intellectual property right is granted by this Agreement except for the limited right to use Confidential Information for the Purpose.

7. Representations and Warranties

Each Party represents and warrants that it has the full right, power and authority to disclose the Materials and Confidential Information provided by it under this Agreement and that such disclosure does not violate any agreement with any third party.

8. Term; Return or Destruction

8.1 This Agreement shall commence on the Effective Date and continue until unless earlier terminated by either Party upon thirty (30) days' prior written notice.

8.2 Upon expiration or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy all Confidential Information and certify in writing that it has complied with such obligation, except that the Receiving Party may retain one archival copy solely for compliance purposes subject to the confidentiality obligations of this Agreement.

9. Notices

Notices shall be in writing and shall be deemed given upon delivery in person, one business day after dispatch by reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the contact shown above or as otherwise specified in writing by a Party.

10. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying Party's representations, warranties or confidentiality obligations under this Agreement.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Data Protection

To the extent personal data is exchanged, the Parties shall comply with applicable data protection laws. Each Party shall implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

13. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

14. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the Parties with respect 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 remaining provisions shall remain in full force and effect.

15. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof. 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.

16. Additional Provisions

16.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor by merger or acquisition provided such assignee agrees in writing to be bound by this Agreement.

Individual    Corporation    Limited Liability Company

Individual    Corporation    Limited Liability Company

17. Certifications

Each Party certifies that the information it provides under this Agreement is true and accurate to the best of its knowledge, that it has the authority to disclose such information, and that it will comply with the terms of this Agreement.

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