Legal Corporate Return Form

LEGAL CORPORATE RETURN FORM

This Legal Corporate Return Form (the "Agreement") is made and entered into as of Effective Date: by and between Returning Corporation: , a corporation organized under laws of , with principal place of business at (hereinafter "Returning Party"), and Receiving Corporation: , a corporation organized under laws of , with principal place of business at (hereinafter "Receiving Party"). Returning Party and Receiving Party are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Returning Party currently possesses certain corporate records, property, documents, media, electronic files, access credentials, and other materials described in Schedule A attached hereto (collectively, the "Returned Items"); and

WHEREAS, Receiving Party has asserted ownership of, or rights to, the Returned Items and has requested the return and redelivery of those items to Receiving Party; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Returning Party will return the Returned Items and the procedures for delivery, acceptance, certification, and indemnity.

NOW, THEREFORE, in consideration of the mutual covenants set forth 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 Agreement, capitalized terms not otherwise defined have the meanings given in the Recitals. "Returned Items" means all items listed in Schedule A and any ancillary copies, backups, or reproductions, whether in physical or electronic form.

2. RETURN OF RECORDS AND PROPERTY

2.1 Returning Party shall, at its sole cost and expense, prepare the Returned Items for redelivery and shall deliver the Returned Items to Receiving Party at the Delivery Location specified below no later than Delivery Deadline: .

2.2 Delivery Location: . Deliveries shall be accompanied by an itemized delivery receipt signed by an authorized representative of Receiving Party.

3. CONDITION; INVENTORY; CERTIFICATION

3.1 Returning Party represents and warrants that, to the best of its knowledge, the Returned Items are all lawfully in its possession and that it has authority to deliver the Returned Items to Receiving Party. Returning Party shall prepare a complete inventory describing each Returned Item and any known defects or limitations.

3.2 Upon delivery, Receiving Party or its designee shall inspect the Returned Items and shall notify Returning Party within Acceptance Period (in days): of acceptance or rejection. Absent timely written notice of rejection, the Returned Items shall be deemed accepted.

4. CONFIDENTIALITY AND DATA HANDLING

4.1 During the preparation and delivery of Returned Items, Returning Party shall preserve the confidentiality of any Confidential Information contained in the Returned Items and shall not retain or use Confidential Information except as expressly permitted in writing by Receiving Party.

4.2 If Returned Items include personal data subject to data protection laws, Returning Party shall, prior to delivery, take reasonable steps to segregate, secure, and, where required, render inaccessible any records that are not required to be delivered.

5. INDEMNIFICATION

5.1 Returning Party shall indemnify, defend and hold harmless Receiving Party from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Returning Party's breach of any representation, warranty, covenant or obligation under this Agreement, including without limitation claims that the Returned Items were not lawfully in Returning Party's possession.

6. COOPERATION

6.1 Each Party shall reasonably cooperate with the other Party, at the other Party's expense unless otherwise agreed, to effectuate the orderly transfer, delisting, or revocation of access rights, password changes, or other administrative tasks reasonably necessary to complete the return.

7. COSTS; TAXES

Unless otherwise agreed in writing, each Party shall bear its own costs related to compliance with this Agreement. Any taxes or duties arising from the transfer of physical items shall be paid by .

8. NOTICES

Notices shall be in writing and shall be effective upon delivery if delivered personally, on the date of confirmed delivery if delivered by courier, or three (3) business days after deposit if sent by certified mail.

9. AMENDMENT; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by duly authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This Agreement 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. Facsimile or electronic signatures shall be deemed originals for all purposes.

SCHEDULE A — ITEMIZED RETURNED ITEMS

CERTIFICATION

The undersigned authorized officer of Returning Party certifies under penalty of perjury that the information set forth in this Agreement and Schedule A is true and correct to the best of the signatory's knowledge and belief, that the signatory is authorized to execute this Agreement on behalf of Returning Party, and that Returning Party will comply with the obligations set forth herein.

Sign Now