Legal Declaration and Confirmation

LEGAL DECLARATION AND CONFIRMATION

This Legal Declaration and Confirmation (the "Declaration") is made as of Effective Date: by and between Declarant Name: and Recipient Name: .

RECITALS

WHEREAS, Declarant and Recipient are parties to an agreement identified as Agreement Reference: , entered into on Agreement Date: ; and

WHEREAS, certain facts, representations, and accommodations concerning the matters addressed in the Agreement and related transactions have been set forth by Declarant and require formal declaration and confirmation; and

WHEREAS, Recipient requires written assurances and affirmations of those facts and representations as a condition to taking certain actions contemplated by the parties.

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

1. DEFINITIONS

Capitalized terms used but not defined in this Declaration shall have the meanings ascribed to them in the Agreement. For purposes of this Declaration, "Effective Date" means the date stated above and "Confidential Information" means nonpublic information of a party disclosed in connection with the Agreement.

2. DECLARATION OF FACTS

Declarant hereby declares, affirms and confirms that the statements set forth in this Section are true, complete and correct to Declarant's actual knowledge as of the Effective Date.

Declarant further declares that any monetary amounts related to the subject matter are: Amount: Currency: .

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant has full power and authority to make the declarations contained herein and to perform its obligations under this Declaration; (b) the facts and information set forth in Section 2 are true and correct in all material respects; and (c) there are no pending actions, claims, liens or encumbrances known to Declarant that would materially impair the rights or remedies of Recipient with respect to the matters described herein.

4. CONFIRMATION; RELIANCE

Declarant confirms that Recipient may rely upon the declarations and representations in this Declaration in taking any action, including but not limited to consummating transactions, providing approval, or releasing funds, as contemplated in the Agreement. Such reliance shall be reasonable and in good faith.

5. COVENANTS

Declarant covenants to: (a) promptly notify Recipient in writing of any material change in the facts declared herein; (b) provide, upon Recipient's reasonable request, supporting documentation reasonably necessary to verify the representations and declarations; and (c) cooperate in good faith with Recipient to resolve any issues that arise in connection with the matters addressed by this Declaration.

6. INDEMNIFICATION; REMEDIES

Declarant agrees to indemnify, defend and hold harmless Recipient and its officers, directors, agents and affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants contained in this Declaration. The remedies provided in this Declaration are cumulative and in addition to any other remedies available at law or equity.

7. CONFIDENTIALITY

All nonpublic information disclosed by either party in connection with this Declaration shall be maintained in confidence in accordance with the confidentiality provisions of the Agreement. If the Agreement contains no confidentiality provisions, the parties agree to keep such information confidential except as required by law.

8. NOTICES

Any notice required or permitted under this Declaration shall be in writing and delivered to the addresses below (or such other address as a party designates by notice).

9. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Declaration shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy shall operate as a waiver of that right or remedy.

10. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the Governing State/Province: without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Declaration, together with the Agreement, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, communications and agreements, whether written or oral, relating to such subject matter.

12. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Declaration shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

13. COUNTERPARTS; EXECUTION

This Declaration 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 delivered by electronic transmission shall be deemed original signatures for all purposes.

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