Legal Commitment Disclosures

LEGAL COMMITMENT DISCLOSURES

This Legal Commitment Disclosures (the "Disclosures") is made effective as of by and between Client Name: (Client), and Counterparty Name: (Counterparty). Client and Counterparty are sometimes referred to individually as a "Party" and collectively as the "Parties."

Client Entity Type: Individual Corporation Limited Liability Company     Counterparty Entity Type: Individual Corporation Limited Liability Company

Client Address:     Counterparty Address:

RECITALS

WHEREAS, each Party has or may have outstanding commitments, obligations, encumbrances, claims, suits, judgments, liens, or other legal arrangements that could reasonably be expected to affect performance under agreements between the Parties ("Commitments"); and

WHEREAS, the Parties desire to set forth a process by which such Commitments are disclosed, reviewed and updated for purposes of assessing risk, reliance and remedies; and

WHEREAS, the Parties intend that the disclosures required by this document shall allocate responsibility for disclosure, determine reliance by each Party, and provide procedures for remedy in the event of incomplete or inaccurate disclosures.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Commitment" means any contractual obligation, guaranty, debt, security interest, lien, litigation, administrative proceeding, judgment, consent decree, restrictive covenant, government filing or permit condition that may affect a Party's rights or obligations to the other Party.

1.2 "Material Commitment" means any Commitment that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on a Party's ability to perform its obligations under any operative agreement between the Parties.

2. REPRESENTATIONS AND WARRANTIES

2.1 Each Party represents and warrants that, to the best of its knowledge after reasonable inquiry, the disclosures provided in the Disclosure Schedule attached hereto are true, complete and accurate as of the Effective Date, except as expressly set forth in writing in such Schedule.

2.2 Each Party further represents that it has not intentionally omitted any Commitment that would otherwise be required to be disclosed and that it will promptly update any disclosure required under Section 4.

3. DISCLOSURE SCHEDULE

3.1 Each Party shall complete and deliver the following schedule of Commitments as applicable. For each disclosed Commitment, state the nature of the Commitment, parties thereto, effective dates, remaining term and any obligations, limitations or remedies that arise from the Commitment.

If none, check here: None

If none, check here: None

If none, check here: None

If none, check here: None

If none, check here: None

If none, check here: None

If none, check here: None

4. UPDATES AND SUPPLEMENTAL DISCLOSURES

4.1 A Party that becomes aware of any new Commitment or any inaccuracy in a previously submitted disclosure shall provide a supplemental disclosure to the other Party in writing within business days of discovery of the Commitment or inaccuracy. The supplemental disclosure shall describe the nature of the Commitment, identify interested parties, state relevant dates and attach copies of underlying instruments, pleadings or orders where available.

4.2 A Party's failure to provide a required supplemental disclosure within the time required shall be deemed a breach of this Disclosures and shall subject the non‑complying Party to the remedies set forth in Section 5.

5. REMEDIES; RELIANCE

5.1 Each Party may rely on the Disclosures to determine the scope of obligations, to condition performance or to negotiate terms. In the event of a material omission or misrepresentation in a Party's Disclosures, the non‑breaching Party shall be entitled to pursue all available contractual and equitable remedies, including but not limited to specific performance, termination of affected obligations, indemnification for losses caused by the omission or misrepresentation, and recovery of reasonable costs and attorney's fees incurred in enforcing this Disclosures.

5.2 Remedies provided in this Disclosures are cumulative and in addition to any other rights and remedies provided by law or equity.

6. CONFIDENTIALITY

6.1 All disclosures made under this Disclosures, including supporting documents, shall be treated as confidential information of the disclosing Party and shall not be used except for the Parties' evaluation of obligations and remedies under this Disclosures or otherwise as permitted in writing by the disclosing Party.

6.2 Confidentiality obligations do not apply to information that is or becomes publicly available through no breach by the receiving Party, or is rightfully received from a third party having no confidentiality obligations, or is required to be disclosed by applicable law or valid order of a court or governmental authority; provided that the Party required to disclose shall provide prompt notice to the disclosing Party to allow for a protective order or other remedy.

7. NOTICES

All notices and communications required or permitted under this Disclosures shall be in writing and delivered to the addresses set forth below, or to such other address as a Party designates in writing pursuant to this Section.

8. MISCELLANEOUS

Governing Law: This Disclosures shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

Entire Agreement: This Disclosures constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings or representations relating to such subject matter.

Severability: If any provision of this Disclosures is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

Amendments; Waiver: No amendment or waiver of any provision of this Disclosures shall be effective unless set forth in a writing signed by the Party against whom enforcement is sought. No failure or delay by a Party in exercising any right shall operate as a waiver thereof.

Counterparts: This Disclosures 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.

9. CERTIFICATION

Each Party certifies that the information provided in this Disclosures and any attachments is true, complete and accurate to the best of such Party's knowledge and belief, and that the Party has authority to make the disclosures and to bind its organization to the obligations set forth herein. Each Party understands that intentional misrepresentation or omission may give rise to legal and equitable remedies.

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