Legal Acknowledgment Receipt

LEGAL ACKNOWLEDGMENT RECEIPT

This Legal Acknowledgment Receipt (the "Receipt") is made as of Date: between Provider Name: with address (hereinafter "Provider"), and Recipient Name: with address (hereinafter "Recipient").

RECITALS

WHEREAS: Provider is in lawful possession of certain tangible and/or intangible materials, documents, records, or items described below and intends to deliver such materials to Recipient for the limited purpose specified herein.

WHEREAS: Recipient has requested delivery of the listed materials and agrees to accept responsibility for their custody, condition upon receipt, and limited use as specified in this Receipt.

WHEREAS: The parties desire to set forth their respective acknowledgments, certifications, and obligations with respect to such delivery and receipt.

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

1. DEFINITIONS

For the purposes of this Receipt: (a) "Materials" means all tangible items, documents, records, electronic files, and other property delivered by Provider to Recipient as described in Section 2; (b) "Effective Date" means the date set forth above in the opening paragraph; and (c) other capitalized terms have the meanings assigned in the text of this Receipt.

2. DESCRIPTION OF MATERIALS DELIVERED

Provider hereby delivers to Recipient, and Recipient acknowledges receipt of, the following Materials. Recipient certifies that the Materials received conform to the description and quantities noted below unless otherwise indicated in the condition report attached hereto.

3. ACKNOWLEDGMENT OF RECEIPT

Recipient acknowledges receipt of the Materials on Date: . Recipient confirms that, to Recipient's knowledge after reasonable inspection at the time of delivery, the Materials correspond in identity and quantity to the description provided and that Representative of Provider delivering the Materials identified themselves as: .

4. LIMITED USE; CONFIDENTIALITY

Recipient shall use the Materials solely for the purpose described below and shall not disclose, reproduce, distribute, or otherwise permit access to the Materials except as expressly authorized by Provider in writing.

Purpose for which Materials are delivered:

Recipient acknowledges that Materials are designated confidential by Provider and agrees to maintain confidentiality in accordance with Provider's written instructions and applicable law.

5. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that, to Provider's knowledge, it has the right to deliver the Materials and that it is not aware of any liens or encumbrances that would preclude Recipient's limited use as set forth herein. Recipient represents and warrants that it has the authority to accept the Materials, that it will comply with the terms of this Receipt, and that the acceptance does not violate any obligation to third parties.

6. INDEMNIFICATION

Recipient shall indemnify, defend, and hold harmless Provider and its officers, directors, agents, and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's possession, use, storage, or disclosure of the Materials, except to the extent any such claims arise from Provider's gross negligence or willful misconduct.

7. RETURN OR DISPOSITION

Recipient shall return the Materials to Provider upon Provider's written request or upon conclusion of the Purpose specified in Section 4. If return is not practicable, Recipient shall securely destroy the Materials and provide a written certification of destruction to Provider within ten (10) days of such destruction.

8. NOTICES

All notices required or permitted under this Receipt shall be in writing and delivered to the parties at the addresses set forth below by hand, certified mail (return receipt requested), or a nationally recognized overnight courier service.

9. GOVERNING LAW

This Receipt shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such state for any dispute arising under or relating to this Receipt.

10. ENTIRE AGREEMENT

This Receipt constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, understandings, negotiations, and discussions relating thereto.

11. SEVERABILITY

If any provision of this Receipt is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of this Receipt shall be effective unless in writing and signed by both parties. Failure to enforce any provision shall not be deemed a waiver of future enforcement. This Receipt 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. Signatures delivered by electronic means shall be binding.

13. ADDITIONAL PROVISIONS

Any additional terms agreed by the parties may be inserted below. Such terms, if present, become part of this Receipt when signed by both parties.

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