Legal Checklist Form

LEGAL CHECKLIST FORM

This Legal Checklist Form is executed on this date: , by and between Client Name: and Service Provider Name: (collectively, the Parties).

RECITALS

WHEREAS, the Parties are engaged in a business relationship and require a structured review of legal, corporate and transactional documents and actions to confirm readiness for a specified transaction or ongoing compliance; and

WHEREAS, the Parties desire to identify, record and allocate responsibility for completion, review and retention of specified documents, approvals and deliverables in connection with the subject matter described above; and

WHEREAS, the Parties intend that completion of items on this Legal Checklist shall not replace any affirmative duty to obtain legal, tax or regulatory advice, but shall operate as an administrative acknowledgement as set forth in the certification below.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. CHECKLIST ITEMS

1.1 Corporate Formation and Authority — The responsible Party shall confirm the existence and good standing of entity formation documents, bylaws or operating agreement, certificate of incorporation, and corporate records authorizing the contemplated transaction. Completion constitutes representation that corporate action necessary to authorize execution has been obtained.

Corporate formation documents complete and produced. Responsible Party:

1.2 Board and Shareholder/Member Approvals — Confirm minutes, resolutions, written consents, or waivers that approve the transaction, and any required approvals of principals or shareholders.

Approvals documented and included. Responsible Party:

1.3 Material Contracts and Assignments — Identify and confirm the status of material agreements, amendments, assignability, and any required consents from third parties. Document any pending negotiations affecting enforceability.

Material contracts reviewed and consents obtained where required. Responsible Party:

1.4 Intellectual Property — Confirm ownership, registrations, assignments, licenses, and any pending disputes affecting intellectual property rights necessary for the transaction.

IP ownership and assignments confirmed. Responsible Party:

1.5 Regulatory and Permits — List all material licenses, permits, registrations and any filings required; confirm good standing and absence of unresolved regulatory actions.

Regulatory permits and filings current. Responsible Party:

1.6 Employment and Contractor Matters — Confirm key employee agreements, confidentiality agreements, non-compete or restrictive covenant issues, and independent contractor arrangements.

Employment and contractor documentation reviewed. Responsible Party:

1.7 Insurance and Indemnities — Confirm insurance coverage, certificates of insurance, limits and indemnity provisions relevant to the transaction or ongoing operations.

Insurance verified and certificates obtained. Responsible Party:

1.8 Tax Matters — Confirm tax registrations, outstanding tax liabilities, and any required filings or opinions concerning tax consequences.

Tax matters reviewed and disclosed. Responsible Party:

2. PROCESS AND USAGE

2.1 Checking an item indicates that the responsible Party has completed review or obtained required documentation and represents that, to the best of that Party's knowledge, the item is complete and accurate. If any item is not complete, the responsible Party shall leave the checkbox blank and provide specific notes in the remarks field identifying outstanding steps and anticipated completion date.

2.2 This checklist is administrative in nature and is not a substitute for any certificate, opinion or escrow deliverable required by agreement unless specifically incorporated by separate written instrument.

3. CERTIFICATION AND REPRESENTATIONS

3.1 Each Party hereby certifies and represents that the information provided on this checklist and any attached remarks constitute a true and complete administrative statement of the status of items as known to the certifying Party as of the date of signature. Each certifying Party acknowledges that it has had the opportunity to undertake legal and tax review and that no certification hereunder expands, limits or replaces any representation or warranty in any transaction document unless expressly agreed in writing.

3.2 Each Party agrees to indemnify and hold harmless the other Party from losses arising from any material misstatement or omission in respect of items for which the indemnifying Party is responsible, except to the extent such losses arise from gross negligence or willful misconduct of the indemnified Party.

4. NOTICES

Notices shall be delivered in accordance with the addresses set forth above and shall be deemed received on the date of hand delivery, on the date of delivery by an internationally recognized overnight courier, or three business days after posting by certified mail, return receipt requested.

5. MISCELLANEOUS

Amendments: This Checklist may be amended only by a written instrument signed by both Parties. Waiver: No failure or delay by either Party in exercising any right under this Checklist shall operate as a waiver of that right. Counterparts: This Checklist may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

Governing Law: This Checklist shall be governed by and construed in accordance with the laws selected by the Parties below. The Parties submit to the exclusive jurisdiction of the courts in the chosen jurisdiction for disputes arising under this Checklist.

Entire Agreement: This Checklist, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the administrative matters contemplated herein and supersedes all prior understandings with respect to such matters.

Severability: If any provision of this Checklist is determined to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

6. ATTACHMENTS

Attach a schedule identifying documents produced and specify document custody. If additional schedules are attached, indicate the schedule reference below.

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