Legal Conditions Statement

LEGAL CONDITIONS STATEMENT

This Legal Conditions Statement (the "Statement") is entered into on this day of , by and between Client Name: with principal address: (hereinafter "Party A"), and Client Name: with principal address: (hereinafter "Party B").

Recitals

WHEREAS, Party A and Party B wish to set forth certain legal conditions, representations, and obligations under which information, services, or goods may be provided between the parties; and

WHEREAS, the parties intend that this Statement identify conditions precedent, compliance requirements, and remedies applicable to performance, disclosure, or transfer of materials, and to create enforceable obligations with respect to the matters set forth herein; and

WHEREAS, the parties desire that the terms set forth in this Statement be incorporated into and govern any subsequent agreements or transactions between them to the extent expressly stated in this instrument.

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

1. Definitions

For purposes of this Statement, the following terms have the following meanings: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether in written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure; "Conditions" means the specific legal, regulatory or contractual requirements set forth in Section 3 below and any attachments identified in Section 4.

2. Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full corporate or legal power and authority to enter into and perform its obligations under this Statement; (c) the execution and delivery of this Statement and the performance of its obligations will not conflict with or result in a breach of any material agreement to which it is a party; and (d) to its knowledge, no provision of law or regulation prohibits the receipt, use or transfer of information or performance described herein subject to compliance with the Conditions.

3. Conditions Precedent and Compliance

3.1 Conditions Precedent. The obligations of each party to take any action under this Statement are expressly conditioned upon satisfaction of each applicable condition precedent identified in the Specific Conditions field below. If a listed condition precedent is not satisfied or waived in writing, the related obligation shall be excused until such condition is satisfied.

3.2 Compliance. Each party shall comply with all applicable laws, statutes, rules and regulations in the performance of its obligations hereunder, including without limitation those governing privacy, data protection, export controls, licensing, and permits. Each party shall maintain and provide upon request documentation necessary to demonstrate compliance with such laws.

4. Confidentiality and Use of Information

4.1 Duty of Confidentiality. Each receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as expressly permitted in writing by the disclosing party or as required by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to seek confidential treatment or a protective order.

4.2 Permitted Use. Confidential Information shall be used solely for the purpose of evaluating or performing the transactions or obligations contemplated by this Statement and for no other purpose. Access to Confidential Information shall be limited to employees, agents or contractors having a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

5. Indemnification

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of the representations, warranties or covenants set forth in this Statement by the Indemnitor; or (b) the Indemnitor's gross negligence, willful misconduct, or unlawful acts in connection with performance under this Statement. The Indemnitee shall promptly notify the Indemnitor of any claim subject to indemnification and shall cooperate in the defense.

6. Limitation of Liability

Except for liabilities arising from a party's willful misconduct, gross negligence, fraud, or indemnification obligations under Section 5, neither party shall be liable for consequential, incidental, punitive or special damages, and each party's aggregate direct liability under this Statement shall not exceed the total amount of direct damages proven and attributable to the breaching party, but in no event shall such liability be less than the direct damages arising from the breach.

7. Notices

All notices, demands or communications required or permitted to be given under this Statement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt.

8. Amendments; Waiver

No amendment, modification or waiver of any provision of this Statement shall be effective unless in writing and signed by duly authorized representatives of both parties. The failure of either party to insist upon strict performance of any term shall not be deemed a waiver of future performance of that term or of any other term.

9. Governing Law; Venue

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any dispute arising out of or relating to this Statement.

10. Entire Agreement; Severability; Counterparts

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, 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, to the extent possible, the invalid provision shall be interpreted to reflect the parties' original intent. This Statement 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.

11. Miscellaneous Provisions

11.1 Assignment. Neither party may assign or delegate any of its rights or obligations under this Statement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's assets or business by merger, sale or operation of law, provided that such successor assumes all material obligations hereunder.

11.2 Remedies. Except as otherwise provided, the rights and remedies provided in this Statement are cumulative and not exclusive of any rights or remedies provided by law or equity. A party's exercise of any remedy shall not preclude the exercise of any other available remedy.

11.3 Interpretation. Headings are included for convenience only and shall not affect interpretation. The words "including" and "includes" mean including without limitation.

Acknowledgment

Each party acknowledges that it has read this Statement, understands its terms, and agrees to be bound by its covenants, representations and warranties. Each person signing below represents and warrants that he or she is duly authorized to execute this Statement on behalf of the party for which he or she signs.

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