Legal Application Documents

LEGAL APPLICATION DOCUMENTS

This Legal Application Documents Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Applicant Name: (Applicant), and Recipient Name: (Recipient). Applicant and Recipient are each a Party and collectively the Parties.

RECITALS

WHEREAS, Applicant seeks to submit certain application materials, supporting documents and certifications to Recipient for the purpose set forth in this Agreement and in connection with the process described in Section 2 (the Application);

WHEREAS, Recipient is willing to receive, review and verify the Application materials under the terms and conditions set forth herein and to use such materials for legitimate evaluation or administrative purposes;

WHEREAS, the Parties wish to set forth their respective rights, obligations, authorizations and limitations regarding the submission, use, retention and disposition of the Application materials.

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

1.1 "Application Materials" means all documents, forms, records, electronic data, declarations, attachments and supporting materials provided by Applicant to Recipient in connection with the Application, including any updates or supplements.

1.2 "Confidential Information" means non-public information disclosed by one Party to the other in written, oral, electronic or other form relating to the Application, except as expressly excluded herein.

2. SUBMISSION AND SCOPE OF APPLICATION

2.1 Applicant shall deliver to Recipient the Application Materials described below. Applicant represents that the materials submitted are complete and are submitted for the following purpose:

2.2 Receipt of Application Materials by Recipient does not constitute acceptance of the Application, nor the creation of any obligation to proceed, unless and until a separate written acceptance or contract is executed by the Parties.

3. REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants that all Application Materials are true, complete and accurate to the best of Applicant's knowledge and belief; that Applicant has full authority to provide the materials; and that no material fact has been omitted that would render the materials misleading. Applicant shall promptly notify Recipient in writing of any material change or inaccuracy in the Application Materials.

4. AUTHORIZATION TO VERIFY

Applicant expressly authorizes Recipient and Recipient's agents to verify any information contained in the Application Materials, to obtain consumer or business reports, background information, references, public records and to contact third parties as necessary to evaluate the Application. Applicant hereby consents to such inquiries and releases third parties and Recipient from liability for supplying such information in good faith.

5. CONFIDENTIALITY; EXCEPTIONS; RETURN OR DESTRUCTION

5.1 Recipient shall treat Confidential Information with reasonable care and shall not disclose Confidential Information to any third party except to Recipient's employees, consultants and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

5.2 Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Recipient without use of Applicant's Confidential Information.

5.3 Upon written request by Applicant or upon termination of this Agreement, Recipient will, at Applicant's election, return or securely destroy Application Materials and copies thereof except to the extent Recipient is required by law or regulatory obligation to retain records, in which case Recipient will continue to safeguard such retained materials consistent with this Agreement.

6. USE, RETENTION AND RECORDS

Recipient may use Application Materials solely for the purposes described in Section 2 and for any legitimate internal review or compliance purpose. Recipient will retain Application Materials only for the period required by applicable law or as necessary to fulfill its legitimate business purposes and will then dispose of them in accordance with Section 5.3.

7. FEES AND EXPENSES

If Recipient charges fees for review, verification or processing of the Application, those fees will be set forth in a separate fee schedule or invoice. Applicant agrees to pay all agreed fees and any third-party expenses reasonably incurred in connection with verification of Application Materials. Applicant shall be responsible for any taxes, duties or governmental charges imposed in connection with the Application.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY. RECIPIENT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY APPLICANT TO RECIPIENT FOR SERVICES RELATING TO THE APPLICATION, IF ANY.

9. INDEMNIFICATION

Applicant shall indemnify, defend and hold harmless Recipient and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) resulting from any breach of Applicant's representations, warranties or obligations under this Agreement, or from Applicant's negligent or willful acts or omissions in connection with the Application.

10. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the earlier of (a) completion of the Recipient's review and disposition of the Application, (b) mutual written agreement of the Parties, or (c) termination by either Party upon thirty (30) days' prior written notice. Termination does not relieve either Party of obligations accrued prior to termination, including confidentiality and indemnity obligations.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, overnight courier, certified mail or other method providing proof of delivery. Notices are effective upon receipt.

12. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations and discussions, whether oral or written.

14.3 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original business purpose.

15. CERTIFICATIONS

Applicant certifies under penalty of perjury that the information provided in the Application Materials is true, correct and complete, and that Applicant understands that any intentional misrepresentation or omission may result in denial of the Application and may subject Applicant to civil or criminal penalties permitted by law.

CONTACT INFORMATION

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