Legal Disclaimer Letter

LEGAL DISCLAIMER LETTER

This Legal Disclaimer Letter (the "Letter") is made effective as of , (the "Effective Date"), by and between Issuer Name: , located at (hereinafter "Issuer"), and Recipient Name: , located at (hereinafter "Recipient").

RECITALS

WHEREAS, Issuer has provided certain information, materials, opinions, and communications to Recipient, whether in writing, orally, electronically, or by demonstration (collectively, the "Information"); and

WHEREAS, Issuer and Recipient desire to set forth the terms under which Issuer disclaims certain liabilities and responsibilities with respect to the Information; and

WHEREAS, Recipient acknowledges that it will rely on its own judgment and independent verification when evaluating or acting upon any Information and that Issuer does not intend to assume or undertake any duties or responsibilities beyond those expressly set out in this Letter.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Information" means all data, analyses, reports, oral statements, demonstrations, and materials furnished by Issuer to Recipient, whether marked confidential or not, and includes derivatives and summaries thereof.

1.2 "Recipient" means the party identified above as Recipient and anyone acting on Recipient's behalf who receives the Information.

2. DISCLAIMER OF LIABILITY

2.1 Issuer provides the Information solely for informational purposes. Except as expressly set forth in a separate written agreement signed by authorized representatives of both parties, Issuer expressly disclaims all liability arising out of or in connection with Recipient's use or reliance upon the Information.

2.2 Issuer does not warrant the accuracy, completeness, or usefulness of the Information. Recipient acknowledges that any projections, forecasts, projections of future performance, or opinions expressed in the Information are forward-looking statements based on assumptions and are not guarantees of future results.

3. NO PROFESSIONAL ADVICE; NO RELIANCE

3.1 The Information is not intended to constitute legal, tax, accounting, investment, or other professional advice. Recipient must obtain separate independent advice from qualified professionals before making any decision based upon the Information.

3.2 Recipient acknowledges that it has not relied on any representation, warranty, or statement, express or implied, other than those expressly set forth in this Letter.

4. NO WARRANTIES; LIMITATION OF LIABILITY

4.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ISSUER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

4.2 IN NO EVENT SHALL ISSUER OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO RECIPIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE INFORMATION OR THIS LETTER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF ISSUER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS LETTER SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY RECIPIENT TO ISSUER FOR THE SPECIFIC SERVICES OR INFORMATION GIVING RISE TO THE CLAIM.

5. INDEMNIFICATION

5.1 To the extent permitted by law, Recipient shall indemnify, defend, and hold harmless Issuer and its affiliates from and against any and all losses, claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Recipient's use of, reliance upon, or distribution of the Information, except to the extent such losses result from Issuer's gross negligence or willful misconduct.

6. CONFIDENTIALITY

6.1 If any portion of the Information is designated as confidential by Issuer in writing, Recipient shall treat such designated information as confidential and use it only for the purposes expressly authorized by Issuer, and shall not disclose it to third parties except as required by law or with Issuer's prior written consent.

7. NOTICES

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 No amendment or modification of this Letter shall be effective unless in a writing signed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed.

8.2 This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 This Letter shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflicts of law rules.

9.2 This Letter constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

9.3 If any provision of this Letter is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

10.1 Assignment. Neither party may assign its rights or delegate its obligations under this Letter without the prior written consent of the other party, except that Issuer may assign to an affiliate or successor by operation of law.

10.2 Relationship of Parties. Nothing in this Letter shall create a partnership, joint venture, agency, or employment relationship between the parties.

By signing below, the undersigned representatives certify that they are authorized to bind their respective parties and acknowledge their understanding and acceptance of the terms of this Legal Disclaimer Letter.

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