Non-Disclosure Agreement

Non-Disclosure Agreement

This Non-Disclosure Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME], with its principal place of business at [PARTY A ADDRESS], and [PARTY B NAME], with its principal place of business at [PARTY B ADDRESS].

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section [DEFINITIONS]).

Disclosure of Information. [PARTY A] (the disclosing party) agrees to disclose Confidential Information to [PARTY B] (the receiving party) for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with the terms of this agreement.

Exchange of InformationThe parties agree to exchange Confidential Information for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with this Agreement.

Confidentiality 

Confidentiality Obligation. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), the receiving party shall hold in confidence all Confidential Information the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. The receiving party will not disclose Confidential Information to a third party without the disclosing party's written consent.

No Copies or Recording. The receiving party may not copy, record, or otherwise reproduce the Confidential Information without the disclosing party's written consent.

Confidentiality

Confidentiality Obligation. During the Term and for [RESTRICTED PERIOD YEARS] years after the Term (the "Restricted Period"), the receiving party shall hold in confidence all Confidential Information the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. Neither party will disclose Confidential Information to a third party without the disclosing party's written consent.

Confidentiality

Confidentiality Obligation. During the period beginning on the Effective Date and ending [RESTRICTED PERIOD YEARS] years after the expiration or termination of this agreement (the "Restricted Period"), the receiving party shall hold in confidence all Confidential Information the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Confidential Information. For purposes of this agreement, "Confidential Information" shall mean:

financial statements, business plans, strategic plans, proprietary market information, analyses, compilations and any other strategic, competitively sensitive or proprietary information shared between the parties as a result of the discussions contemplated by this agreement;

this agreement and all documents and materials relating thereto and to the negotiation and execution thereof, including, without limitation, the existence of this agreement and the fact of negotiations taking place between the parties; and

all observations, estimates, conclusions, ideas or concepts reasonably related to Confidential Information disclosed to the other party.

Confidential Information. For purposes of this agreement, "Confidential Information" includes:

any trade secret, know-how, invention, concept, software program, source code, object code, application, documentation, schematic, procedure, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, work in progress, engineering, manufacturing, marketing, financial, sales, supplier, technical, scientific, customer, employee, investor, or business information, whether in oral, written, graphic, or electronic form;

any non-public business information, including personnel data, correspondence with any Governmental Authority, historical customer information and data, historical cost information such as budgets, operating expenses, and capital costs, and projected capital additions, operating cost information, and other business, and financial reports and forecasts;

any document, diagram, photograph, drawing, computer program, or other communication that is either conspicuously marked "confidential", or is known or reasonably should have been known by the Receiving Party to be confidential; and

any advice, information, exhibits, documentation, or any other information that the Receiving Party should reasonably expect would be protected by attorney-client privilege or work product doctrine or other applicable privileges.

Confidential Information. In this agreement, "Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked as confidential, that is disclosed or made available to the recipient, directly or indirectly, through any means of communication or observation by the disclosing party or any of its Affiliates or Representatives. 

Confidential Information. For purposes of this agreement, "Confidential Information" means:

all trade secrets, proprietary, and other information that is disclosed to or acquired by the Employee during or in the course of employment that relates to the business of the Employee and is not generally available to the public, or generally known in the industry;

customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, manufacturing processes and procedures, new product research, financial information not generally available to the public, and other non-public information; and

any techniques, know how, processes or combinations thereof, or compilations of information, records and specifications, utilized or owned by the Employer, development, marketing, pricing, business methods, strategies, financial or other analyses, policies, or business opportunities.

Confidential Information. "Confidential Information" means all trade secrets, know-how, business and financial information, and other proprietary information or data disclosed to one party by the other, or incorporated in materials or products provided to one party by the other and marked or indicated to be confidential.

Confidential Information. "Confidential Information" means any information labeled or referred to as "Confidential" by the Disclosing Party, or provided to the Receiving Party by the Disclosing Party with reference to this agreement.

Confidential Information. "Confidential Information" means all material, non-public information disclosed on or after the Effective Date.

Non-Confidential Information

Exceptions. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that 

is or becomes publicly known without the breach of this agreement,

at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure,

is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation,

is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Continuing Obligation. In the event an exception to the confidential nature of information provided does not apply to a specific item that does not relieve the receiving party of its obligations with respect to all other items.

Burden of Proof. The receiving party will have the burden of proof regarding the applicability of any exception.

Non-Confidential Information

Non-Confidential. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that

is or becomes publicly known without the breach of this agreement,

at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure,

is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation,

is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

Non-Confidential Information. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that

is or becomes publicly known without the breach of this agreement,

at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure,

is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation,

is independently developed by the receiving party without the use of Confidential Information or breach of this agreement,

is explicitly approved for release by written authorization of the disclosing party,

is more than ten (10) years old.

Marking

Marked if Practical. To the extent practical, the disclosing party shall furnish Confidential Information in documentary or tangible form marked as "Confidential".

Non-Documentary Information. If disclosure of Confidential Information is in non-documentary form or if the disclosure is first made orally or by visual inspection, the disclosing party shall have the right or, if requested by receiving party, the obligation to confirm in writing the confidential nature of such disclosure within a reasonable time after such disclosure or request is made.

Failure to Mark. The disclosing party's failure to mark as "Confidential" information which is in fact Confidential Information shall not reduce or otherwise alter the receiving party's obligations of confidentiality under this agreement.

Marking. Information does not need to be marked "Confidential" to be deemed Confidential Information under this agreement.

Marking. Confidential Information disclosed in writing shall be marked with a confidentiality legend and Confidential Information disclosed orally shall be identified as such at the time of disclosure.

Standard of Care. The receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care, to protect the Confidential Information from misuse and unauthorized access or disclosure, including

maintaining adequate physical controls and password protections for any server or system on which any Confidential Information may reside,

encrypting any Confidential Information that is in transmission, and

encrypting any Confidential Information located on any storage media.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Notification of Disclosure

Notice. The receiving party will immediately notify the disclosing party in writing upon discovery of any

unauthorized disclosure of the Confidential Information, or

loss, unauthorized possession, use or knowledge of the Confidential Information.

Cooperation. The receiving party will cooperate with the disclosing party in any reasonable fashion in order to assist the disclosing party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Notification of Disclosure. The receiving party shall immediately notify the disclosing party if it discovers any loss or unauthorized disclosure of Confidential Information.

Return or Destruction of Confidential Information. On the expiration or termination of this agreement, or on the disclosing party's request, the receiving party shall promptly

return to the disclosing party all Confidential Information provided by the disclosing party,

destroy all copies it made of Confidential Information, and

if requested by the disclosing party, deliver to the disclosing party a certificate executed by the receiving party confirming compliance with the return or destruction obligation under this section.

Return or Destruction of Confidential Information

Obligation to Return or Destroy. Subject to paragraph [ARCHIVE EXCEPTION], on the expiration or termination of this agreement, or on the disclosing party's request, the receiving party shall promptly

return to the disclosing party all Confidential Information provided by the disclosing party,

destroy all copies it made of Confidential Information, and

if requested by the disclosing party, deliver to the disclosing party a certificate executed by the receiving party confirming compliance with the return or destruction obligation under this section.

Archive Exception

Comply With Law or Policy. The receiving party may retain an archival copy of the Confidential Information, to the extent necessary to comply with Law or archival policies.

Remain Subject to Confidentiality Obligations. The receiving party shall continue to hold any Confidential Information retained under this section in confidence, subject to all confidentiality obligations under this agreement.

Non-Disclosure of Discussions. Neither party may, without the other party's prior written consent, disclose the fact that

any discussions have taken place or are taking place concerning a potential business transaction or relationship between the parties, or that

any Confidential Information has been or may be disclosed between the parties.

Non-Disclosure of Discussions

Non-Disclosure. Without the prior written consent of the disclosing party, or unless required by law, the receiving party will not disclose to any person that any discussions or negotiations are taking place concerning a possible transaction between the parties, including the status of such discussions or negotiations.

Exceptions. The receiving party may, with disclosing party's prior written consent, have discussions with other persons relating to obtaining debt (but not equity) financing for a negotiated transaction with the disclosing party from commercial banks or other institutional sources, if the persons with whom the receiving party has such discussions agree to be bound by the terms of this agreement.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

 Standstill Representation and Covenants

Standstill Representation. Neither party is a record or beneficial owner of any securities of the other party, or any of the other party's Subsidiaries. 

Standstill Covenants. For a period of [one] year from the date of this agreement, unless specifically invited in writing by the other party to do so, neither party will, in any manner, directly or indirectly

effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way advise, assist or encourage any other Person to effect or seek, offer or propose (whether publicly or otherwise) to effect, any

acquisition of record or beneficial securities or assets of the other party,

tender or exchange offer, merger, or other business combination involving the other party,

recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to the other party, or

"solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the other party

take any action which might force the other party to make a public announcement regarding any of the types of matters listed in the four directly preceding sub-paragraphs, or

form, join, or in any way participate in a "group" (as defined under the Exchange Act) with respect to any securities of the other party,

otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors, or policies of the other party, or

enter into any discussions or arrangements with any Person with respect to any of the foregoing.

No Waiver. Each party hereby agrees not to request the other party (or its Representatives), directly or indirectly, to amend or waive any provision of this section [STANDSTILL], including this sentence.

No Voting Securities. As of the date of this agreement, neither partynor any of their Subsidiaries, own, of record or beneficially, any voting securities of the other party, or any securities convertible into or exercisable for any voting securities of the other party.

End of Obligations. The obligations under this section [STANDSTILL] will terminate as to a party and its Subsidiaries if

any third party unaffiliated with the other party initiates a tender or exchange offer for, or otherwise publicly proposes or agrees to acquire, a majority of the outstanding common stock or voting power of the other party, or

the other party enters into any agreement to merge withsell, or dispose of assets or securities representing 50% or more of its earning power to, any Person not an Affiliate of the other party.

Permitted Disclosure and Liability for Disclosure

Permitted Disclosure. Notwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], the receiving party may disclose Confidential Information

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need-to-know that Confidential Information in furtherance of the Purpose[ or Transaction],

have been informed of the confidentiality obligations of this agreement, and 

agree to abide and be bound by the provisions this agreement.

Liability for Disclosure. The receiving party will be liable for any breach of this agreement by any Person to whom it discloses Confidential Information.

Permitted Disclosure. Notwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], the receiving party may disclose Confidential Information

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or representatives who

need-to-know that Confidential Information in furtherance of the Purpose[ or Transaction],

have been informed of the confidentiality obligations of this agreement,  and 

agree to abide and be bound by the provisions this agreement.

Permitted Disclosure. Notwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], the receiving party may disclose Confidential Information to it officers, directors, employees, consultants, and representatives on a need-to-know basis and only to the extent necessary.

Required DisclosureNotwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], if the receiving party is compelled by Law to disclose any Confidential Information it shall

provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement,

cooperate with the disclosing party to obtain a protective order or other appropriate remedy, and

if the parties cannot obtain a protective order, other appropriate remedy, or otherwise fail to quash the legal process requiring disclosure, the receiving party shall disclose the requested Confidential Information only to the extent necessary to satisfy the request.

Required DisclosureNotwithstanding the non-disclosure obligations listed in paragraph [NON-DISCLOSURE] in section [CONFIDENTIALITY OBLIGATIONS], if the receiving party is compelled by Law to disclose any Confidential Information it shall notify the disclosing party before disclosing the compelled Confidential Information.

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Mutual Representations

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

 No Warranty

No Warranty. The disclosing party makes no representation as to the accuracy or completeness of the Confidential Information.

Warranty Disclaimer. The disclosing party disclaims to the fullest extent authorized by law all warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.

Ownership of Confidential Information

Each Party Retains All Rights. Each party will retain all interest and proprietary rights in

the Confidential Information it discloses, and

any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.

No License Right. Each party acknowledges that no license, implied or otherwise, is granted hereby under any Intellectual Property right, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership

Proprietary Rights. The disclosing party retains all proprietary rights to the Confidential Information.

License Rights. No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorized in this agreement.

Ownership and Return of Confidential Information.

Ownership. The parties acknowledge that any Confidential Information exchanged under this agreement will remain the disclosing party's exclusive property.

Return. At the end or termination of this agreement, each party shall

return all Confidential Information received from the other party, and

destroy any copies the party made of any Confidential Information.

No Other Obligations. Neither party has any obligation under this agreement to purchase from or provide to the other party any products or services, or to enter into any other agreement.

Obligations and Liability.

No Restrictions. The receiving party acknowledges and agrees that the disclosing party, in its sole discretion,

is free to explore other potential opportunities that may lead to a possible transaction with another party,

may change the procedures relating to its consideration of a transaction at any time without prior notice,

may reject any and all proposals made by receiving party with respect to a possible Transaction, and

may terminate discussions with receiving party at any time and for any reason.

No Liability. The disclosing party will have no obligation or liability to receiving party with regard to a possible Transaction by virtue of this Agreement or otherwise, unless and until and only in the event that definitive agreements have been executed for a Transaction.

No Obligation to Pursue Transaction. The parties acknowledge that

this agreement, or any written or oral expression with respect to this agreement, the Purpose, or the Transaction, by any of the parties' Affiliates or Representatives, does not impose any obligation on either party to authorize or pursue the Transaction, except for the matters specifically agreed to in this agreement, so

unless and until a definitive agreement between the parties with respect to the Transaction has been executed and delivered, neither party will be under any legal obligation with respect to the Transaction or to any other transactions or agreements, and

each party reserves the right to reject any and all proposals and to terminate discussions and negotiations with the other party. 

[PARTY A]'s Discretion to Enter Definitive Agreement[PARTY A]'s obligation to enter into a Definitive Agreement is subject to, in [PARTY A]'s good faith opinion formed after reasonable determination and consideration of all relevant factors, there being

no material adverse change in [PARTY A]'s condition or operation, or in the condition or operation of any other party to such Definitive Agreement,

satisfactory disclosure of all relevant information in the disclosure documents and a determination that the Contemplated Transaction is reasonable given such disclosures, 

no market conditions which might render the Contemplated Transaction hereby contemplated inadvisable, and

agreement that the price established [by the independent appraiser] is reasonable in the then-prevailing market conditions.

Independent Development. The parties hereby acknowledge that each party may currently or in the future be developing information internally or receiving Confidential Information from other parties that may be similar or competitive to the Confidential Information disclosed under this agreement.

Securities Laws

Insider Trading Prohibited. The parties and their Representatives are aware, and they shall use reasonable precautions to ensure that their respective directors, officers, and employees are aware, that United States securities laws prohibit any person who has material, non-public information concerning a company or a possible Transaction involving the parties from purchasing or selling securities of that company, or from communicating such information to any other person when it is reasonably foreseeable that the person is likely to purchase or sell such securities, or otherwise permit another to make an investment decision with such information.

Notice of Termination. Each party shall ensure that none of its Representatives who have access to Confidential Information will acquire or dispose of any interest (including any share or option) in the stock or debt of the other party until they have been notified in writing that the business relationship has been terminated and for a period of [90] days after termination.

Parties Are Informed. The parties acknowledge that they and their Representatives are familiar with the Exchange Act and the rules and regulations promulgated under the Exchange Act to the extent they relate to the matters referred to in this agreement.

No Contravention. The parties shall not use, or permit any third party to use, and they each shall use reasonable efforts to assure that none of their respective Representatives will use or permit any third party to use, any Evaluation Material in contravention of United States securities laws (including the Exchange Act and any rules and regulations promulgated under the Exchange Act).

Acknowledgement of Securities Laws. Each party is aware, and will advise their respective Representatives who are informed of the matters of this agreement, of the restrictions imposed by the federal and state securities Laws on the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities, and on the communication of such information to any other Person when it is reasonably foreseeable the other Person is likely to purchase or sell such securities in reliance on that information.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY A] May Terminate for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination Because of Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination by Written Agreement. [PARTY A] and [PARTY B] may terminate this agreement by signed, written agreement to terminate it.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

[PARTY B] May Terminate for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Indemnification

Indemnification Obligation. Subject to paragraph [NOTICE AND FAILURE TO NOTIFY], the receiving party shall indemnify the disclosing party against all losses suffered by the disclosing party and arising out of the receiving party or its Representative's

unauthorized or improper use or disclosure of any Confidential Information,

breach of its obligations under this agreement, or

misconduct or negligence. 

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that its breach or threatened breach of its obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that party to post any security.

Definitions

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry or other proceeding.

"Affiliates" means with respect to each party, any other person that, directly or indirectly, controls, or is controlled by, or is under common control with, such party. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in [New York, New York] are not open for business.

"Confidential Information" is defined in section [CONFIDENTIAL INFORMATION].

"Exchange Act" means the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated under the Securities Exchange Act of 1934).

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of Law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

"Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Purpose" is defined in section [PURPOSE].

"Representative" means the parties' respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents, and other representatives, with it being acknowledged and agreed that any shareholder of that is not a director, officer, employee, accountant, consultant, legal counsel, financial advisor, or agent shall not be deemed to be a Representative for purposes of this agreement.

"Restricted Period" is defined in section [CONFIDENTIALITY].

"SEC" means the Securities and Exchange Commission.

"Subsidiaries" means any legal entity

(a) that a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Term" is defined in section [TERM].

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement / plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights. 

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Authority and Enforceability

Authority. Each party has the requisite [corporate] power and authority to enter into this agreement.

Capacity. Each party has the capacity to enter into the agreement.

Executed. Each party has executed and delivered this agreement.

Enforceable. This agreement constitutes a legal, valid, and binding obligation, enforceable against each party.

Authority and Enforceability

Authority. [PARTY A] has the requisite [corporate] power and authority to enter into this agreement.

Capacity. [PARTY A] has the capacity to enter into the agreement.

Executed. [PARTY A] has executed and delivered this agreement.

Enforceable. This agreement constitutes a legal, valid, and binding obligation, enforceable against [PARTY A].

Authority and Enforceability

Authority. [PARTY B] has the requisite [corporate] power and authority to enter into this agreement.

Capacity. [PARTY B] has the capacity to enter into the agreement.

Executed. [PARTY B] has executed and delivered this agreement.

Enforceable. This agreement constitutes a legal, valid, and binding obligation, enforceable against [PARTY B].

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce its rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]