Legal Checklist

LEGAL CHECKLIST

This Legal Checklist ("Checklist") is entered into by and between Party A: and Party B: , effective as of .

Recitals

WHEREAS, the parties intend to undertake the transaction, project, or engagement described herein and require a documented, itemized review of required legal, corporate, tax, employment, intellectual property and closing deliverables; and

WHEREAS, the parties desire to allocate responsibility for obtaining, reviewing and certifying completion of the listed items and to provide a contemporaneous record demonstrating the status and disposition of each required deliverable; and

WHEREAS, the parties agree that completion of this Checklist as set forth below constitutes a representation that the affirmatively indicated items have been delivered, reviewed and are accurate to the best knowledge of the signing party unless otherwise noted.

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. Purpose and Scope

1.1 Purpose. The purpose of this Checklist is to identify and track the legal deliverables, approvals, agreements, filings and other items required for the transaction or matter described above and to assign responsibility and record completion status.

1.2 Scope. This Checklist covers legal and compliance items reasonably related to the stated transaction and does not itself constitute the transaction document except where specifically identified and executed by the parties.

2. Target Completion

Day: Month: Year:

3. Checklist Items

Instructions: Check box when item is completed, enter the responsible party, and summarize any material exceptions or outstanding items in the notes field for each category.

Corporate Records

Articles/Charter and amendments reviewed

Minutes and resolutions reflecting approvals required for this transaction

Officer/board authorizations and incumbency verified

Contracts and Agreements

Material contracts and amendments provided and reviewed

Third-party consents and notices required and obtained or waiver documented

Employment, Benefits and Labor

Employment agreements, offer letters and restrictive covenants reviewed

Benefits plans and ERISA/benefit compliance items reviewed

Intellectual Property

Registrations, assignments and licenses verified

Freedom-to-operate and ownership analyses completed where required

Financials & Taxes

Financial statements and auditor communications reviewed

Tax returns, filings and outstanding tax liabilities disclosed

Compliance and Regulatory

Material permits, licenses and regulatory approvals in place or application status documented

Anti-corruption and sanctions due diligence completed

4. Completion, Certification and Reliance

4.1 Completion. Checking an item constitutes a representation by the party making the entry that the item has been obtained, reviewed or otherwise addressed as indicated and that any material exceptions are recorded in the applicable notes field.

4.2 Certification. Each signing party certifies that the information supplied with respect to the items checked is true and correct to the best of its knowledge and that the signatory is authorized to make such certification on behalf of the signing party.

4.3 Reliance. Other parties to the transaction may rely on the certifications contained in this Checklist to the extent expressly permitted in the transaction documents; however, completion of this Checklist alone does not alter or remove any covenants, representations or warranties in any definitive agreement unless expressly stated in such agreement.

5. Notices

6. Amendments; Waiver

6.1 Any amendment to this Checklist must be in writing and signed by the authorized representatives of both parties. No waiver shall be effective unless set forth in writing and signed by the party waiving compliance.

7. Governing Law; Entire Agreement; Severability

7.1 Governing Law. This Checklist shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for resolution of disputes.

7.2 Entire Agreement. This Checklist, together with any documents incorporated by reference and any signed amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communications and understandings, whether oral or written.

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

8. Execution

This Checklist 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. Electronic or facsimile signatures shall be treated as originals to the extent permitted by applicable law.

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