Legal Contract Disclosures

LEGAL CONTRACT DISCLOSURES

This Legal Contract Disclosures agreement (the Disclosure) is made and entered into as of Effective Date: by and between Disclosing Party: with address , and Receiving Party: with address .

RECITALS

WHEREAS, the parties have entered into or anticipate entering into one or more agreements or transactions identified as: (the Underlying Agreement); and

WHEREAS, the parties desire to disclose certain material facts, relationships, financial interests, pending or threatened claims, and other matters that are material to the execution, performance, or enforcement of the Underlying Agreement; and

WHEREAS, the parties agree that the disclosures set forth herein shall be relied upon by the Receiving Party in evaluating rights and obligations under the Underlying Agreement, subject to the terms and limitations set forth below.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Underlying Agreement and herein, and for 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 Disclosure, the following capitalized terms shall have the meanings set forth below. "Disclosing Party" means the party identified above as Disclosing Party. "Receiving Party" means the party identified above as Receiving Party. "Disclosed Matters" means all facts, relationships, liabilities, interests, claims, proceedings, notices, or other information set forth in Section 2 and any schedules or attachments hereto. "Confidential Information" has the meaning assigned in Section 4.

2. DISCLOSED MATTERS

The Disclosing Party hereby makes the following disclosures of material matters, each of which is material to the evaluation of the Underlying Agreement. The Disclosing Party represents that the disclosures set forth below constitute a true and complete list of the Disclosed Matters known to the Disclosing Party as of the Effective Date, except as subsequently disclosed in accordance with Section 3.

3. CONTINUING OBLIGATION TO DISCLOSE

The Disclosing Party shall promptly disclose in writing to the Receiving Party any additional material matters of which it becomes aware after the Effective Date that would reasonably be expected to affect the Receiving Party's rights or obligations under the Underlying Agreement. Such disclosure shall be provided no later than days after discovery of the matter, together with a written statement of the known facts and the date of discovery.

4. CONFIDENTIALITY AND USE

All Disclosed Matters and any information supplied pursuant to this Disclosure shall be treated as Confidential Information of the Disclosing Party and shall be used by the Receiving Party solely for the purposes expressly permitted under the Underlying Agreement. The Receiving Party shall not disclose Confidential Information except (a) as required by law or regulation (subject to the notice and protective provisions below), (b) to its directors, officers, employees, professional advisors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, or (c) with the Disclosing Party's prior written consent.

If the Receiving Party is required by law to disclose any Confidential Information, it shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice and cooperate reasonably with the Disclosing Party's efforts to obtain a protective order or other remedy.

5. MATERIAL LITIGATION, CLAIMS AND REGULATORY MATTERS

The Disclosing Party represents and warrants that the following identifies any pending or threatened litigation, arbitration, governmental or regulatory investigations, notices of violation, liens, or other claims that are material to the Underlying Agreement:

6. CONFLICTS OF INTEREST AND FINANCIAL INTERESTS

The Disclosing Party discloses the existence (if any) of the following categories of potential conflicts or material financial interests. Check all that apply and provide explanation below.

Financial interest in counterparty or third party
Familial or personal relationship with counterparty personnel
Current or recent employment arrangement with counterparty
Third-party compensation, referral fees, or contingent payments

7. REPRESENTATIONS AND WARRANTIES

The Disclosing Party represents and warrants to the Receiving Party that, to the best of its knowledge after reasonable inquiry: (a) the Disclosed Matters are true and correct in all material respects as of the Effective Date; (b) there are no other material facts known to the Disclosing Party that have been intentionally omitted; and (c) the Disclosing Party has the authority to make the disclosures set forth herein. The Receiving Party acknowledges that it may rely upon the representations set forth in this section in exercising its rights under the Underlying Agreement.

8. INDEMNIFICATION

The Disclosing Party shall indemnify, defend, and hold harmless the Receiving Party and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred by the Receiving Party to the extent arising out of or resulting from any material misrepresentation, omission, or breach of the representations and warranties set forth in Section 7.

9. LIMITATION OF LIABILITY

Except for liabilities arising from fraud or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of the disclosure or use of Disclosed Matters. The parties acknowledge that the remedies provided in this Disclosure are not exclusive and are cumulative with any other remedies available at law or in equity.

10. NOTICES

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

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Disclosure may not be amended, modified or supplemented except by a written instrument signed by both parties. No waiver of any provision hereof shall be effective unless in a writing signed by the waiving party. This Disclosure may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Disclosure shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Underlying Agreement, without regard to principles of conflicts of law. This Disclosure, together with the Underlying Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, discussions or agreements. If any provision of this Disclosure is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

The parties agree that no third party shall have any right to enforce any provision of this Disclosure unless expressly provided herein. The obligations and remedies set forth herein are cumulative and not exclusive. Headings are inserted for convenience only and shall not affect interpretation.

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