Legal Citation Form

LEGAL CITATION FORM

This Legal Citation Form (the "Form") is made and entered into as of Effective Date: by and between Submitter: with principal address: and Recipient: with principal address: .

RECITALS

WHEREAS, Submitter prepares filings, memoranda, or other legal submissions that reference primary authorities, secondary authorities, regulations, or statutory provisions (collectively, "Citations"); and

WHEREAS, Recipient requires an attestation of the accuracy and completeness of the Citations for inclusion in a public record, filing, or exchange; and

WHEREAS, the parties desire to set forth the terms and conditions under which Submitter discloses and certifies the Citations to Recipient.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Citation" means any reference to reported judicial opinions, statutes, administrative regulations, codes, rules, or secondary sources provided by Submitter to Recipient under this Form.

1.2 "Citation Schedule" means the schedule appended to this Form and recorded in Section 3 containing the list and authoritative details of each Citation disclosed by Submitter.

2. SCOPE OF DISCLOSURE

Submitter shall disclose to Recipient all Citations intended for use or reliance in the filing or submission identified in the recitals. Disclosure shall include, for each Citation, the full citation text, authority type, pinpoint page or paragraph reference where applicable, and any parenthetical explanatory text.

3. CITATION SCHEDULE

Submitter hereby provides the following Citation entries. Each entry must describe the authority with sufficient detail to permit independent verification.

Case law   Statute   Regulation   Secondary source

Case law   Statute   Regulation   Secondary source

Case law   Statute   Regulation   Secondary source

4. CERTIFICATIONS AND REPRESENTATIONS

4.1 Submitter certifies that to the best of its knowledge and after reasonable review, each Citation set forth in the Citation Schedule is accurately transcribed and identifies the controlling reporter, statutory source, regulation citation, or secondary authority referenced. Submitter represents that it has not knowingly omitted any binding authority adverse to the position asserted in the referenced filing.

4.2 Submitter further represents that citation formatting and pinpoint references conform to the citation standards customarily relied upon in the applicable jurisdiction and practice area, and that any parentheses or explanatory material included do not alter the substance of the authority cited.

5. INDEMNIFICATION

Submitter shall indemnify and hold harmless Recipient and its officers, employees, and agents from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any third-party claim that results from Submitter's material misstatement, omission, or inaccuracy in the Citations provided hereunder, except to the extent such claim arises from Recipient's intentional misconduct or gross negligence.

6. LIMITATION OF LIABILITY

Except for liability arising from a breach of Section 4 (Certifications and Representations) or indemnification obligations under Section 5, neither party shall be liable to the other for incidental, consequential, punitive, or special damages, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.

7. CONFIDENTIALITY

Each party agrees that any nonpublic information expressly designated as confidential and delivered in connection with the Citations shall be held in confidence and not disclosed except as required by law or court order. This confidentiality obligation shall not apply to information that is or becomes publicly known through no breach by the receiving party.

8. NOTICES

All notices, demands, or other communications required or permitted under this Form shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate in writing.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument executed by both parties. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any preceding or succeeding breach. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 Governing Law: This Form shall be governed by and construed in accordance with the laws of the jurisdiction identified as Governing Jurisdiction:

10.2 Entire Agreement: This Form constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

10.3 Severability: If any provision of this Form is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent to the fullest extent permitted by law.

11. MISCELLANEOUS

The parties acknowledge that they have read this Form, understand its terms, and agree to be bound by it. Each person signing below represents and warrants that they have the authority to execute this Form on behalf of the party for whom they sign.

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