Due Diligence Checklist Form

DUE DILIGENCE CHECKLIST FORM

This Due Diligence Checklist Form (the Agreement) is made effective as of Effective Date: by and between Requesting Party: with address and Responding Party: with address .

RECITALS

WHEREAS, Requesting Party seeks to perform due diligence investigation of the business, operations, financial condition and legal affairs of Responding Party in connection with a potential transaction or commercial relationship between the parties; and

WHEREAS, Responding Party is willing to provide access to and copies of specified documents, data and personnel for the limited purpose of the Requesting Party's evaluation, subject to the terms, confidentiality protections and limitations set forth herein; and

WHEREAS, the parties desire to set forth a contemporaneous, itemized checklist and protocol governing the production, review, and use of due diligence materials.

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

For purposes of this Agreement, the following terms have the following meanings: "Due Diligence Materials" means all documents, data, financial statements, contracts, corporate records, intellectual property documentation, personnel records, regulatory filings, and other materials made available by Responding Party to Requesting Party in connection with the evaluation. "Confidential Information" means any information disclosed in writing, orally, or by inspection of tangible items that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF DUE DILIGENCE

2.1 Production Obligations. Responding Party shall use commercially reasonable efforts to make available the Due Diligence Materials specifically requested by Requesting Party and identified on the checklist below. Production shall be made in the form and within the time periods specified on the checklist, subject to redaction for legally privileged or highly sensitive personal information as set forth in Section 2.3.

2.2 Access. Access to physical documents and facilities shall be by appointment during normal business hours. Electronic data shall be made available through secure file transfer or data room access with authentication controls. Requesting Party's access is limited to its authorized representatives, including outside counsel and advisors, who are bound by confidentiality obligations at least as protective as those in Section 4.

2.3 Privilege and Personal Data. Responding Party may withhold or redact documents to preserve attorney-client privilege, attorney work product protection, or to protect personal data where disclosure would violate applicable privacy laws. Withheld documents shall be identified on a privilege log specifying the basis for withholding.

3. DUE DILIGENCE CHECKLIST

Requesting Party may tick each category to indicate required production. For each checked item, Responding Party shall indicate compliance, produce documents, and provide explanatory notes where requested.

4. CONFIDENTIALITY

4.1 Use and Disclosure. All Confidential Information delivered or disclosed by Responding Party to Requesting Party shall be used solely for the purpose of evaluating the potential transaction and shall not be disclosed to any third party except to Requesting Party's representatives (including counsel, accountants, lenders and financial advisors) who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

4.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was in Requesting Party's lawful possession prior to receipt; or (c) is independently developed by Requesting Party without use of Responding Party's Confidential Information.

5. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

5.1 Responding Party represents that, to the best of its knowledge, the documents produced are true copies of the originals maintained in the ordinary course of business. Responding Party makes no other representation or warranty, express or implied, including as to completeness, merchantability or fitness for a particular purpose. Requesting Party acknowledges that it will rely on its own verification and analysis.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its representatives from and against any losses, damages or liabilities arising from the indemnifying party's breach of its obligations under this Agreement, including unauthorized disclosure of Confidential Information, except to the extent such losses result from the gross negligence or willful misconduct of the indemnified party.

7. RECORDS, RETENTION AND RETURN

Upon written request by Responding Party, Requesting Party shall return or certify destruction of all tangible Confidential Information and shall permanently delete electronic materials, except that Requesting Party may retain one archival copy of materials solely for evidentiary or compliance purposes subject to continued confidentiality obligations.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice):

9. AMENDMENTS; WAIVER; COUNTERPARTS

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

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to choice-of-law principles that would result in the application of the laws of another jurisdiction.

10.2 Entire Agreement. This Agreement, including the attached checklist and any written schedules or exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

11. CERTIFICATION

The undersigned representative of each party certifies that he or she is duly authorized to execute this Agreement on behalf of such party and that the information provided in connection with this Due Diligence Checklist is true, complete and accurate to the best of the signatory's knowledge as of the date signed below.

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