Legal Declaration Agreement

LEGAL DECLARATION AGREEMENT

This Legal Declaration Agreement (the "Agreement") is made and entered into as of by and between Declarant Name: , Entity Type: , with principal address: ; and Recipient Name: , Entity Type: , with principal address: (collectively, the "Parties").

RECITALS

WHEREAS, Declarant possesses certain facts, statements, records, observations, or other matters described more particularly below that Declarant desires to declare in writing for the benefit of Recipient; and

WHEREAS, the Parties intend that this Declaration be relied upon by Recipient and by third parties expressly authorized in writing, and that such reliance shall be subject to the terms, representations, warranties, and limitations set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the making, delivery, reliance upon, and use of the declaration described herein.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, unless the context requires otherwise:

1.1 "Declaration" means the written statement, including attachments and exhibits, executed and delivered by Declarant pursuant to Section 2 and described as follows:

1.2 "Effective Date" means the date set forth in the opening paragraph of this Agreement.

2. DECLARATION; DELIVERY

2.1 Declarant shall execute a written declaration in substantially the form attached in the field below and shall deliver the executed declaration to Recipient on or before . The declaration shall be a complete, true, and accurate statement of the matters declared therein as of the date of execution.

3. REPRESENTATIONS AND WARRANTIES

3.1 Declarant represents and warrants to Recipient that: (a) Declarant is duly authorized to make the Declaration and to enter into this Agreement; (b) all factual statements contained in the Declaration are, to the best of Declarant's knowledge after reasonable inquiry, true, accurate and complete as of the date of execution; and (c) the execution, delivery and performance of the Declaration and this Agreement do not violate any applicable law, contract, or judicial or administrative order binding on Declarant.

3.2 Recipient represents and warrants to Declarant that Recipient will use the Declaration only for the purposes expressly permitted under this Agreement and will protect the Declaration from unauthorized disclosure as set forth in Section 5.

4. USE, RELIANCE AND LIMITATIONS

4.1 Recipient may rely on the Declaration solely to the extent expressly permitted in writing by Declarant. Any third party’s reliance on the Declaration is permitted only if such third party is identified in writing by Recipient and authorized by Declarant in advance.

4.2 The Parties agree that the Declaration is provided "AS IS" except as expressly set forth in Section 3. Neither Declarant nor Recipient shall be liable for any special, consequential, incidental or punitive damages arising out of the use or reliance upon the Declaration, except to the extent caused by willful misconduct or gross negligence.

5. CONFIDENTIALITY

5.1 The Declaration and any information identified in writing as confidential by Declarant shall be maintained in confidence by Recipient and shall not be disclosed to any third party except: (a) with Declarant's prior written consent; (b) to Recipient's legal counsel, auditors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; or (c) as required by law or court order, provided that Recipient gives Declarant prompt notice of such requirement and cooperates with Declarant's efforts to limit disclosure.

6. INDEMNIFICATION

6.1 Declarant shall indemnify, defend and hold harmless Recipient and its officers, directors and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys’ fees) arising out of any material breach of Declarant's representations or warranties in Section 3 or any willful misrepresentation in the Declaration.

6.2 Recipient shall indemnify, defend and hold harmless Declarant for claims arising from Recipient's use or disclosure of the Declaration in violation of this Agreement.

7. TERM; TERMINATION

This Agreement shall commence on the Effective Date and remain in force until terminated by mutual written agreement of the Parties or until one Party provides thirty (30) days' written notice of termination to the other Party. Termination shall not relieve any Party of obligations accrued prior to termination nor shall it affect rights and obligations that by their nature survive termination, including Sections 3, 5, 6, 8 and 11.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be 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 a Party may designate by notice to the other Party in accordance with this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9.2 Waiver of any breach shall not constitute a waiver of any subsequent breach. The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision.

9.3 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. Signatures transmitted by electronic means shall be effective to bind the signatory to the same extent as original signatures.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties. For purposes of venue only, the Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement, including any attachments or exhibits expressly incorporated herein, contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with one that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalid provision.

12. EXECUTION; CERTIFICATION

Declarant hereby certifies under penalty of perjury that the statements contained in the Declaration are true and correct to the best of Declarant's knowledge, information and belief as of the date signed below.

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