Legal Attestation Form

LEGAL ATTESTATION FORM

This Legal Attestation Form is made effective as of between Attesting Party Name: , Attesting Party Address: , and Recipient Party Name: , Recipient Party Address: .

RECITALS

WHEREAS, Attesting Party represents that it possesses knowledge, records, or other material facts relevant to certain matters described herein and is authorized to make formal attestation of such facts to Recipient Party; and

WHEREAS, Recipient Party requires a written attestation for the purposes of reliance, regulatory compliance, contractual performance, or administrative record, as further described in this instrument; and

WHEREAS, the parties desire to set forth the terms under which Attesting Party will make the attestation and Recipient Party will accept and rely upon that attestation.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. ATTESTATION

1.1 Attesting Party hereby attests, certifies, and warrants to Recipient Party that the facts, statements, documents, and representations set forth in the attestation statement below are true, complete, and accurate to the best of Attesting Party's knowledge, information, and belief as of the Effective Date, and that no material fact has been omitted that would render the attestation misleading.

1.2 Attached Supporting Materials (if any):

2. REPRESENTATIONS AND WARRANTIES

2.1 Attesting Party represents and warrants that: (a) it has full authority and capacity to make the attestation; (b) the attestation is made in good faith and based on information reasonably available to Attesting Party; and (c) to the extent the attestation references records or documents, such records are genuine copies of original documents maintained in the ordinary course of business.

2.2 Recipient Party acknowledges that the attestation is limited to the matters expressly set forth in the attestation statement and does not constitute a warranty as to any other facts or future events except as explicitly stated in this Form.

3. RELIANCE AND USE

3.1 Recipient Party may rely on the attestation in connection with internal decision-making, regulatory filings, contractual performance, or other legitimate business purposes expressly identified in writing. Recipient Party will not use the attestation for any purpose that is unlawful or outside the scope of permitted reliance without the express written consent of Attesting Party.

3.2 Recipient Party shall notify Attesting Party promptly upon discovering any material inconsistency between the attestation and subsequently discovered facts.

4. CONFIDENTIALITY

4.1 Except as required by law, regulation, or valid subpoena, Recipient Party shall treat the attestation and any non-public supporting materials disclosed by Attesting Party as confidential and shall not disclose such materials to third parties without Attesting Party's prior written consent. Recipient Party may disclose to its affiliates, counsel, auditors, and advisors on a need-to-know basis provided that such recipients are under binding confidentiality obligations no less protective than those herein.

5. INDEMNIFICATION

5.1 Attesting Party agrees to indemnify, defend, and hold harmless Recipient Party and its officers, directors, employees, and agents from and against any losses, liabilities, damages, fines, penalties, and reasonable costs (including attorneys' fees) arising out of a breach of the representations or warranties contained in Section 2 or a willfully false attestation.

6. LIMITATION OF LIABILITY

6.1 Except for liability arising from fraudulent or willfully false attestations or breaches of Section 5, neither party shall be liable to the other for consequential, incidental, punitive, or indirect damages, and the aggregate liability of each party for direct damages under this Form shall be limited to actual direct damages proven by the claimant.

7. NOTICES

7.1 Any notice required or permitted under this Form shall be in writing and delivered to the addresses provided below by hand, courier, or certified mail (return receipt requested), or email where confirmed in writing by the receiving party.

8. AMENDMENTS

8.1 This Form may be amended, modified, or supplemented only by a written instrument signed by both parties. No oral amendment shall be effective.

9. WAIVER

9.1 The failure of either party to enforce any provision of this Form shall not be deemed a waiver of future enforcement of that or any other provision. A waiver is effective only if in writing and signed by the party granting the waiver.

10. COUNTERPARTS

10.1 This Form 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 transmitted by electronic image or facsimile shall have the same force and effect as original signatures.

11. GOVERNING LAW

11.1 This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

12.1 This Form, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

13. SEVERABILITY

13.1 If any provision of this Form is determined to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith a valid substitute provision that most nearly effects the original intent.

ADDITIONAL ACKNOWLEDGMENTS

The undersigned representatives of each party hereby certify that they are duly authorized to execute this Legal Attestation Form and that the information contained herein is accurate to the best of their knowledge.

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