Legal Confirmation of Destruction

LEGAL CONFIRMATION OF DESTRUCTION

This Legal Confirmation of Destruction (the "Confirmation") is made as of by and between Custodian Name: (hereinafter "Custodian") and Requesting Party Name: (hereinafter "Requesting Party").

RECITALS

WHEREAS, Requesting Party has requested that certain materials, records, or media described herein be permanently destroyed in accordance with applicable legal and contractual obligations; and

WHEREAS, Custodian is the party possessing custody or control of those materials and is authorized to carry out destruction procedures and to provide certification of destruction; and

WHEREAS, the parties desire to establish a written record certifying the destruction, the method employed, the date(s) of destruction, and the Custodian's continuing obligations with respect to residual records and indemnities.

NOW THEREFORE

In consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Confirmation: "Materials" means the tangible and electronic records, media, files, devices, containers, or documents identified in Section 2; "Destruction" means the permanent rendering of Materials irretrievable and unusable by any reasonable means customarily used in the industry; and "Certification" means the written attestation by Custodian that Destruction has been completed in accordance with this Confirmation.

2. DESCRIPTION OF MATERIALS

3. METHOD AND LOCATION OF DESTRUCTION

Custodian shall destroy the Materials by one or more of the following methods (select all that apply) and pursuant to all applicable legal, regulatory, and industry standards.

Shredding (physical paper destruction)
Pulverization / Crushing
Overwriting / Degaussing (electronic media)
Secure erase using certified software
Incineration
Other (describe below)

4. DATE(S) OF DESTRUCTION

Date on which Destruction was completed:

If destruction occurred over a range of dates, provide start and end dates: Start End

5. CERTIFICATION OF DESTRUCTION

Custodian hereby certifies, represents, and warrants that the Materials described in Section 2 have been destroyed in accordance with the method(s) set forth in Section 3 and on the date(s) set forth in Section 4. Custodian further certifies that, to the best of its knowledge after reasonable inquiry, the destroyed Materials are incapable of reconstruction or reuse.

Custodian shall maintain contemporaneous records of the destruction process, including identification of the destroyed Materials, the personnel performing the destruction, photographs or machine-generated logs where applicable, and a copy of this Certification, for a period not less than from the date of Destruction.

6. CHAIN OF CUSTODY AND RECORDS

Custodian shall provide, upon reasonable written request by Requesting Party, a copy of the contemporaneous record of Destruction, redacted only to remove personal identifiers unrelated to the Destruction and not to defeat the purpose of the request. Custodian shall retain those records at the following location:

7. REPRESENTATIONS AND WARRANTIES

Custodian represents and warrants that it has full authority to destroy the Materials and that no portion of the Materials subject to legally required retention has been destroyed unless a legally valid authorization to do so has been obtained and is documented in the Custodian's records. Requesting Party represents that it has the authority to request Destruction of the Materials described herein.

8. INDEMNIFICATION

Custodian agrees to indemnify, defend, and hold harmless Requesting Party and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Custodian's breach of this Confirmation, negligent acts or willful misconduct in performing the Destruction, or unauthorized disclosure of information resulting from the Destruction process.

9. CONFIDENTIALITY

All information contained in or related to the Materials, the destruction process, and the records of Destruction shall be treated as confidential and shall not be disclosed by Custodian except as required by law or with the prior written consent of Requesting Party. Any compelled disclosure shall be promptly communicated to Requesting Party to the extent permitted.

10. NOTICES

All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as either party may designate by notice to the other).

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Confirmation shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: State / Jurisdiction: without regard to conflict of laws principles. This Confirmation constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. If any provision of this Confirmation is held to be invalid or unenforceable, the remainder of the Confirmation shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Confirmation may be amended only by a written instrument signed by both parties. No waiver of any breach or default shall be effective unless in writing and signed by the party granting the waiver. This Confirmation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. SIGNATURE AND ATTESTATION

The undersigned hereby certify under penalty of perjury that they are authorized representatives of their respective parties, that the information contained in this Confirmation is true and correct, and that the Custodian completed the Destruction in accordance with the terms of this Confirmation.

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