Legal Communication Statement

LEGAL COMMUNICATION STATEMENT

This Legal Communication Statement ("Statement") is made effective as of Effective Date: by and between Party A Name: with principal address: ("Party A") and Party B Name: with principal address: ("Party B").

RECITALS

WHEREAS, Party A and Party B are parties to one or more matters described as Matter Description: (the "Matter");

WHEREAS, the parties desire to establish binding protocols governing communications that are intended to be confidential, privileged, or otherwise restricted from disclosure between them and their counsel or authorized representatives;

WHEREAS, the parties acknowledge that clarity concerning authorized communicators, methods of transmission, notice addresses, and preservation procedures will reduce disputes and preserve applicable privileges;

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

1. DEFINITIONS

For purposes of this Statement, the following terms have the meanings set forth below:

"Authorized Communicator" means an individual expressly designated in Section 2 to transmit or receive communications on behalf of a party; such designation includes name and title where provided.

"Privileged Communication" means communications protected by attorney-client privilege, work product doctrine, or any other applicable privilege or protection from disclosure under law.

2. AUTHORIZED COMMUNICATORS

Each party shall designate one or more Authorized Communicators who are permitted to send and receive communications that the parties intend to be confidential or privileged. The initial authorized communicators are:

Party A Authorized Communicator Name: Title:

Party B Authorized Communicator Name: Title:

Additional authorized communicators may be added by written notice in accordance with Section 6 (Notices).

3. SCOPE OF COMMUNICATIONS

Communications covered by this Statement include any written, electronic, or oral communications exchanged between the parties or their Authorized Communicators that are identified in writing as confidential or privileged at the time of transmission, or that reasonably should be understood to be confidential given the content and the circumstances of disclosure.

4. METHODS OF TRANSMISSION

The parties agree that privileged or confidential communications may be transmitted by the following methods. Parties may select multiple methods by checking the applicable boxes and providing contact details.

Email   Address for Email Communications:

U.S. Mail / Postal Service

Courier / Hand Delivery

Facsimile   Fax Number:

5. CONFIDENTIALITY, PRIVILEGE AND MARKING

All communications covered by this Statement shall be treated as confidential and, where applicable, privileged. A transmitting party shall, where reasonably practicable, mark privileged communications with an appropriate designation such as "PRIVILEGED AND CONFIDENTIAL" or similar language. Failure to mark shall not, standing alone, waive or constitute a forfeiture of privilege where the substance and circumstances reasonably establish the intent that the communication is privileged.

If privileged information is inadvertently disclosed to a non-authorized recipient, the receiving party shall promptly notify the disclosing party, take reasonable steps to prevent further disclosure, and, if requested, promptly return or destroy the inadvertently disclosed materials and certify in writing that such actions were taken.

6. NOTICES

Formal notices required under this Statement shall be in writing and delivered to the addresses and contacts set forth below (or to such other address as a party may specify by written notice in accordance with this Section). Notices shall be effective upon receipt.

7. RECORDKEEPING AND RETENTION

Each party shall maintain a record of privileged communications transmitted and received pursuant to this Statement, including date, sender, recipient, method of transmission, and a brief description of the subject matter. Such records shall be retained for a period of Retention Period: unless otherwise required by law.

8. PRESERVATION OF EVIDENCE

Upon reasonable belief that litigation or regulatory action is imminent with respect to the Matter, each party shall implement a litigation hold and preserve all documents and communications that may be relevant to the Matter. The obligation to preserve applies to electronic files, email, voicemail, hard copy documents, and metadata.

9. REPRESENTATIONS; WARRANTY

Each party represents and warrants to the other that it has the full right, power and authority to enter into this Statement and to perform its obligations hereunder, and that performance will not violate any agreement or obligation to any third party.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Statement, including any unauthorized disclosure of privileged communications.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Statement shall be governed by and construed in accordance with the laws of Governing Law Jurisdiction: , without regard to conflict of law principles.

This Statement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

If any provision of this Statement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Statement may be amended or modified only by a writing signed by both parties. No waiver of any provision of this Statement shall be effective unless in writing and signed by the party waiving compliance. This Statement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

13. MISCELLANEOUS

The headings in this Statement are for convenience only and shall not affect its interpretation. Any ambiguity shall not be construed against either party as drafter.

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