Legal Declarations Form

LEGAL DECLARATIONS FORM

This Legal Declarations Form is made and entered into as of Effective Date: by and between Declarant Name: , Entity Type: Individual Entity , Address: ; and Recipient Name: , Entity Type: Individual Entity , Address: .

RECITALS

WHEREAS, Declarant possesses certain factual statements, representations and disclosed information described in this Form and intends to provide such declarations to Recipient for the limited purposes set forth herein; and

WHEREAS, Recipient requires written declarations from Declarant to establish the existence, accuracy and continuing validity of facts, conditions or other matters described in Section 1 below; and

WHEREAS, the Parties desire to record in writing the declarations, representations and obligations of Declarant and the rights and remedies of Recipient in respect of those declarations.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Form and other good and valuable consideration, the Parties agree as follows:

1. DECLARATIONS

1.1 Declarant hereby declares and confirms the following facts and matters (collectively, the Declarations). Each item below constitutes a separate, material representation and statement of fact:

(a) Subject of Declaration: .

(b) Declarant affirms that the statements set forth in the attached declaration summary are true, accurate and complete to the best of Declarant's knowledge as of the Effective Date and any further updates delivered pursuant to Section 3.

2. REPRESENTATIONS AND WARRANTIES

2.1 Declarant represents and warrants that: (a) Declarant has the full power, authority and legal capacity to make the Declarations and to perform its obligations under this Form; (b) the Declarations are true and do not omit any material fact necessary to make the statements not misleading as of the Effective Date; and (c) no pending or threatened claim or proceeding exists that would reasonably be expected to impair the accuracy of the Declarations.

2.2 Recipient acknowledges that it is relying upon the Declarations for the limited purposes expressly set forth in this Form and that such reliance is conditioned upon the continuing accuracy of the Declarations.

3. CONTINUING OBLIGATION; UPDATES

3.1 Declarant shall promptly notify Recipient in writing of any material change in facts or circumstances that would make any Declaration untrue or misleading. Such notice shall describe the change and provide updated declarations sufficient to remedy any inaccuracy.

4. USE, RELIANCE AND LIMITATION

4.1 Recipient may rely on the Declarations for internal evaluation, regulatory reporting, contractual compliance and other lawful business purposes expressly identified in writing. Recipient shall not distribute the Declarations to third parties except as required by law or with prior written consent of Declarant.

4.2 Except as expressly provided herein, no party makes any other warranty, express or implied, and Declarant specifically disclaims any warranty of merchantability or fitness for a particular purpose.

5. CONFIDENTIALITY

5.1 All Declarations and any supporting documents provided by Declarant are designated confidential by Declarant. Recipient shall maintain the confidentiality of such materials with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

6. REMEDIES; INDEMNITY

6.1 In the event of any breach of a material representation or declaration, Recipient shall be entitled to exercise all remedies available at law or in equity, including specific performance and injunctive relief. Declarant agrees to indemnify, defend and hold Recipient harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from a breach of the Declarations.

7. NOTICES

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

8. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State or jurisdiction specified here: , without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT

This Form 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 to such subject matter.

10. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or waiver of any provision of this Form shall be effective unless made in writing and signed by both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

11.2 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. Signatures delivered by electronic transmission shall be deemed binding.

12. ACKNOWLEDGMENT

Each Party acknowledges that it has read this Form, understands its terms and has had the opportunity to obtain independent legal advice prior to execution. Each signatory represents that he or she has authority to execute this Form on behalf of the Party for which the signatory signs.

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