Legal Combined Disclosures

LEGAL COMBINED DISCLOSURES

This Legal Combined Disclosures (the "Disclosures") is made effective as of by and between Disclosing Party: , Address: ; and Receiving Party: , Address: .

RECITALS

WHEREAS, Disclosing Party possesses certain factual, legal, financial, environmental and other information concerning the subject matter identified above and seeks to furnish copies of such information to Receiving Party for evaluation and lawful review; and

WHEREAS, the parties desire to set forth in a single instrument the disclosures being provided, the format of delivery, the parties' respective representations and covenants regarding accuracy and reliance, and the remedies available for material omissions or willful misrepresentations; and

WHEREAS, the parties intend that these Disclosures satisfy applicable contractual disclosure obligations between them and that the Receiving Party will rely on the disclosures solely in accordance with the terms set forth herein.

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

1. DEFINITIONS

1.1 "Disclosed Matters" means the specific categories of information identified in Section 2 and any attachments enumerated in the Disclosure Schedule.

1.2 "Effective Date" means the date entered for effective_date above.

2. DISCLOSED MATTERS; FORMAT OF DISCLOSURE

2.1 The Disclosing Party hereby delivers to Receiving Party the following categories of disclosures. For each category, the Disclosing Party shall indicate whether information is being provided and shall summarize or attach the relevant documents or descriptions.

Material Facts affecting value, condition or legal status of the subject matter.

Environmental conditions, hazards, assessments or notices (including known contamination or required remediation).

Title matters, liens, encumbrances, recorded instruments or security interests.

Pending or threatened litigation, claims, administrative proceedings or investigations.

Financial statements, tax matters, material contracts or obligations.

Regulatory, licensing, compliance or zoning matters.

Other matters (specify below).

3. REPRESENTATIONS AND WARRANTIES

3.1 By delivering the disclosures described above, Disclosing Party represents and warrants to Receiving Party that, to Disclosing Party's actual knowledge after reasonable inquiry, the statements and documents provided are true and complete in all material respects as of the Effective Date, except as expressly stated in the attached description fields. For purposes of this clause, "actual knowledge" means the conscious awareness of a responsible officer or principal of Disclosing Party.

3.2 Disclosing Party makes no warranty, express or implied, regarding matters not specifically disclosed in the written descriptions or attachments delivered hereunder, including warranties of merchantability or fitness for a particular purpose, except as expressly set forth in a written agreement signed by both parties.

4. CONFIDENTIALITY AND USE

4.1 Receiving Party shall treat all non-public information delivered under these Disclosures as Confidential Information and shall not disclose such information to third parties except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

4.2 Receiving Party shall use Confidential Information solely for the purpose of evaluating the subject matter identified in the recitals and for no other purpose without the prior written consent of Disclosing Party.

5. RELIANCE; REVIEW PERIOD

5.1 Receiving Party shall have a period of from receipt to review and raise written objections to any material omission or inaccuracy. Failure to object in writing within the stated period shall constitute acceptance of the disclosures for the limited purpose of reliance in negotiations, subject to the remedies set forth in Section 7 for material misrepresentation.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1 Disclosing Party shall indemnify and defend Receiving Party against any loss, liability or cost arising from Disclosing Party's willful misrepresentation of any material fact known to Disclosing Party at the time the disclosures were delivered. This indemnity shall not apply to errors or omissions made in good faith without willful intent to mislead.

6.2 EXCEPT IN THE CASE OF WILLFUL MISREPRESENTATION OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THESE DISCLOSURES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES PROVEN AND NOT TO EXCEED REASONABLE OUT-OF-POCKET DAMAGES DIRECTLY CAUSED BY THE BREACH.

7. REMEDIES

7.1 The parties agree that a material breach of the confidentiality obligations or a willful misrepresentation may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief may be an appropriate remedy in addition to any other remedies available at law or in equity.

8. NOTICES

Notices to Disclosing Party:

Notices to Receiving Party:

Notices shall be deemed delivered on the date of personal delivery, three business days after deposit in the United States mail by certified mail, return receipt requested, or the date of confirmed electronic transmission when sent to the contact details provided above.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 Any amendment to these Disclosures must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

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

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

10.2 Entire Agreement. These Disclosures (including any attachments or schedules delivered contemporaneously) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior oral or written representations, promises or disclosures.

10.3 Severability. If any provision of these Disclosures is held invalid or unenforceable, 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 most nearly effects the parties' original intent.

11. CERTIFICATIONS

The undersigned representative of Disclosing Party certifies under penalty of perjury that the information provided in the checked categories and the associated descriptions and attachments are true, correct and complete to the representative's actual knowledge as of the Effective Date, and that the representative is authorized to provide such disclosures on behalf of Disclosing Party.

Disclosing Party acknowledges that deliberate omission or material misrepresentation may subject Disclosing Party to contractual liability, indemnity obligations and equitable remedies.

Disclosing Party certification: I certify the foregoing.

ATTACHMENTS

List of attachments, schedules and documents delivered with these Disclosures:

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