Legal Comment Form

LEGAL COMMENT FORM

This Legal Comment Form is made and entered into as of by and between Commenter Name: (hereinafter "Commenter") and Recipient Name: (hereinafter "Recipient").

RECITALS

WHEREAS, Recipient has circulated or will circulate a draft document, policy, procedure, or other material identified as Document Title: (the "Document") for review and comment; and

WHEREAS, Commenter wishes to submit formal comments, suggestions, and supporting materials regarding the Document in accordance with the procedures and protections set forth in this Form; and

WHEREAS, the parties desire to set forth the terms governing the submission, handling, confidentiality, and use of such comments.

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

1. PURPOSE

The purpose of this Form is to govern the submission by Commenter and the receipt, review, and use by Recipient of written comments and associated materials relating to the Document. Commenter submits comments for the following matter reference:

2. SUBMISSION OF COMMENTS

2.1 Format and Content. Comments must be submitted in writing and should identify the specific page, section, paragraph, or line of the Document to which the comment pertains. Commenter shall number each comment sequentially and provide proposed alternative text where applicable.

2.2 Deadline. Comments shall be submitted on or before .

2.3 Delivery. Comments shall be delivered to the Recipient contact set forth in Section 7 of this Form. Commenter may attach supporting documents and exhibits. Indicate attachments: Attachments included

3. CONFIDENTIALITY AND DESIGNATION

3.1 Designation. Commenter may designate portions of submitted comments or attachments as confidential by prominently marking each page "CONFIDENTIAL" and by providing a short, separate statement describing the basis for confidentiality (e.g., trade secret, commercially sensitive). Confidential designation: Confidential designation asserted

3.2 Treatment. Recipient shall treat information designated as confidential as confidential to the extent permitted by applicable law. Recipient may disclose designated confidential information only to its employees, consultants, professional advisors, and affiliates who have a need to know and who are bound by confidentiality obligations. Recipient's obligations shall not apply to information that: (a) is or becomes publicly available through no breach of this Form; (b) was known to Recipient prior to disclosure by Commenter as demonstrated by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of Commenter's confidential information.

3.3 Compelled Disclosure. If Recipient is required by law, regulation, or valid legal process to disclose designated confidential information, Recipient shall provide Commenter with prompt written notice of such requirement to allow Commenter to seek a protective order or other remedy. Recipient will disclose only that portion legally required and will use reasonable efforts to obtain confidential treatment.

4. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

4.1 Commenter represents and warrants that it has the authority to submit the comments and that the comments do not violate any contractual obligation, infringe any third-party intellectual property rights, or contain knowingly false, defamatory, obscene, or unlawful statements.

4.2 Recipient makes no representation or warranty as to any action it may take in response to the comments. Commenter acknowledges that submission of comments does not obligate Recipient to adopt, incorporate, or publish them.

5. USE, OWNERSHIP AND PUBLICATION

5.1 Use. Recipient may use, summarize, reproduce, quote, or otherwise incorporate non-confidential comments in whole or in part, including in redacted form, for any lawful purpose, including preparing final materials. Commenter grants Recipient a nonexclusive, royalty-free, worldwide license to use non-confidential comments for such purposes.

5.2 No Transfer of Ownership. Except as expressly set forth in Section 5.1, no ownership rights in Commenter's intellectual property are transferred by submission of comments.

6. INDEMNITY

Commenter agrees to indemnify, defend, and hold harmless Recipient and its officers, employees, agents, and representatives from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of Commenter's representations and warranties in this Form; or (b) any claim by a third party that the comments or attachments infringe such third party's proprietary or intellectual property rights or are otherwise unlawful.

7. NOTICES

8. AMENDMENTS AND WAIVER

8.1 Amendment. No amendment, modification, or waiver of any provision of this Form shall be effective unless made in writing and executed by authorized representatives of both parties.

8.2 Waiver. The failure of either party to enforce any provision of this Form shall not constitute a waiver of that provision or of the right of such party to thereafter enforce that provision.

9. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

9.2 Severability. If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original economic, legal, and commercial intent of the parties.

9.3 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties concerning such subject matter.

10. MISCELLANEOUS

10.1 Counterparts and Electronic Signatures. 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 means shall be deemed originals.

10.2 No Admission. Nothing in this Form shall be construed as an admission by any party of liability or wrongdoing.

COMMENT SUBMISSION

ACKNOWLEDGMENT

By signing below, each party represents and warrants that it has read and understands the terms of this Legal Comment Form, that the signatory is authorized to execute this Form on behalf of the party represented, and that the party agrees to be bound by its terms.

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