Legal Deal Disclosure Form

LEGAL DEAL DISCLOSURE FORM

This Legal Deal Disclosure Form (the "Form") is executed as of by and between Client Name: and Counterparty Name: .

RECITALS

WHEREAS, the parties are negotiating or have entered into a proposed transaction described as: (the "Deal");

WHEREAS, the purpose of this Form is to record the material facts, potential conflicts, commissions, encumbrances, and other disclosures relevant to the Deal to permit informed decision-making and to memorialize the parties' disclosure obligations;

WHEREAS, each party desires to make the disclosures set forth below and to acknowledge the representations, warranties, and remedies stated in this Form.

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

1. DEFINITIONS

1.1 "Deal" means the transaction described in deal_description and any material amendment or extension thereto. "Disclosing Party" means the party providing a disclosure hereunder. "Receiving Party" means the party receiving a disclosure. "Material Information" means information that a reasonable person would consider important in deciding whether to enter into or consummate the Deal, including but not limited to litigation, regulatory enforcement, liens, material contracts, environmental liabilities, taxes, or undisclosed related-party arrangements.

2. DISCLOSURE OBLIGATIONS

2.1 Each party shall promptly disclose in writing to the other party any Material Information of which it becomes aware after the date of execution of this Form and prior to the consummation or termination of the Deal. Disclosure shall be made within of becoming aware of the Material Information.

2.2 Disclosures shall be made in good faith and shall include sufficient detail to permit the Receiving Party to assess the nature, scope, and potential effect of the matter disclosed, including relevant dates, identities of persons or entities involved, and copies of material documents where applicable.

3. MATERIAL TERMS OF THE DEAL

4. REPRESENTATIONS AND WARRANTIES REGARDING DISCLOSURES

4.1 Each party represents and warrants to the other that, to the best of its knowledge after reasonable inquiry, the disclosures set forth in this Form and any attachments are true, complete and correct in all material respects as of the date made. Each party agrees to update any disclosure promptly upon discovery that such disclosure was untrue or incomplete in any material respect when made.

4.2 No representation or warranty in this Form is intended to be a substitute for independent due diligence. The Receiving Party shall be responsible for verifying disclosed information to the extent it deems necessary.

5. CONFIDENTIALITY; PERMITTED USE

5.1 All disclosures and attachments delivered under this Form shall be treated as Confidential Information of the Disclosing Party. The Receiving Party shall use such information solely to evaluate and negotiate the Deal and shall not disclose it to any third party except as expressly permitted herein.

5.2 Permitted disclosures include disclosure to the Receiving Party's directors, officers, employees, agents, legal counsel, and financial advisors who have a bona fide need to know, provided that such recipients are bound by confidentiality obligations no less restrictive than those in this Form.

6. CONFLICTS OF INTEREST; BROKERS; FEES

6.1 Each party shall disclose any known present or potential conflicts of interest related to the Deal, including material relationships with affiliates, officers, directors, or third-party intermediaries.

Yes No

7. INDEMNIFICATION; REMEDIES

7.1 Each party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or relating to any breach of the representations, warranties or disclosure obligations set forth in this Form.

7.2 The remedies provided in this Form are cumulative and in addition to any other remedies available at law or in equity.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

9. GOVERNING LAW; MISCELLANEOUS

9.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

9.2 Entire Agreement. This Form, together with any schedules or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

9.3 Severability. If any provision of this Form is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.4 Amendments and Waiver. Any amendment to this Form must be in writing and executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

9.5 Counterparts. This Form 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. Execution by electronic or facsimile signature shall be binding.

10. ACKNOWLEDGMENT AND CERTIFICATION

Each party certifies that it has disclosed all Material Information known to it as of the date of this Form. Each party further acknowledges that failure to disclose Material Information may give rise to claims for damages, rescission, or other remedies as provided herein or at law or in equity.

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