Legal Disclaimers Form

LEGAL DISCLAIMERS FORM

This Legal Disclaimers Form (the "Agreement") is entered into as of Effective Date: by and between Company Name: with a principal place of business at , and Recipient Name: with a principal place of business at .

Company Entity Type: Corporation LLC Individual     Recipient Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Company possesses certain materials, information, products, services, documentation, communications and other content, whether delivered in writing, electronically, orally or by demonstration (collectively, the "Materials"); and

WHEREAS, Recipient may receive or access the Materials for evaluation, testing, demonstration, or other permitted purposes and Company desires to set forth disclaimers and limitations of liability and Recipient desires to acknowledge and accept such limitations as a condition to receipt of the Materials; and

WHEREAS, the parties wish to record their agreement regarding disclaimers, assumptions of risk, and remedies in connection with the Materials.

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

1. DEFINITIONS

1.1 "Materials" means the Materials described in the Recitals and any updates, modifications or derivatives provided by Company. Materials do not include information independently developed by Recipient without use of or reference to the Materials.

1.2 "Permitted Use" means the narrow purpose for which Recipient has been authorized to receive the Materials as described in the notice of provision or in writing between the parties. Permitted Use is limited to evaluation, demonstration, or such other uses explicitly authorized in writing.

2. DISCLAIMER OF WARRANTIES

2.1 EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY COMPANY, THE MATERIALS ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

2.2 COMPANY DOES NOT WARRANT THAT THE MATERIALS WILL MEET RECIPIENT'S REQUIREMENTS, THAT OPERATION OF THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. ANY EXAMPLES, SAMPLES, OR ESTIMATES PROVIDED ARE FOR ILLUSTRATIVE PURPOSES ONLY.

3. LIMITATION OF LIABILITY

3.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MATERIALS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO DIRECT DAMAGES PROVEN BY RECIPIENT BUT IN NO EVENT SHALL EXCEED THE AMOUNT PAID BY RECIPIENT TO COMPANY IN THE SIX (6) MONTHS PRECEDING THE CLAIM. IF NO MONETARY CONSIDERATION HAS BEEN PAID, COMPANY'S LIABILITY SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

3.2 IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.3 THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO LIABILITY ARISING FROM COMPANY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT TO THE EXTENT SUCH LIMITATIONS ARE PROHIBITED BY APPLICABLE LAW.

4. NO PROFESSIONAL ADVICE; ASSUMPTION OF RISK

4.1 THE MATERIALS ARE NOT INTENDED TO CONSTITUTE LEGAL, FINANCIAL, MEDICAL, ENGINEERING OR OTHER PROFESSIONAL ADVICE. RECIPIENT SHALL NOT RELY ON THE MATERIALS AS A SUBSTITUTE FOR PROFESSIONAL ADVICE FROM QUALIFIED PERSONNEL.

4.2 RECIPIENT ACKNOWLEDGES THAT USE OF THE MATERIALS IS AT RECIPIENT'S SOLE RISK. RECIPIENT IS RESPONSIBLE FOR DETERMINING SUITABILITY OF THE MATERIALS FOR RECIPIENT'S PURPOSES AND FOR IMPLEMENTING REASONABLE SAFEGUARDS AGAINST ANY RISKS ARISING FROM SUCH USE.

5. INDEMNIFICATION

5.1 Recipient shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Recipient's use, modification or distribution of the Materials in violation of this Agreement; (b) Recipient's breach of its obligations under this Agreement; or (c) Recipient's negligence or willful misconduct in connection with the Materials.

6. THIRD-PARTY CONTENT

6.1 Company may provide references, links, or access to third-party content. COMPANY DOES NOT CONTROL THIRD-PARTY CONTENT AND IS NOT RESPONSIBLE FOR ITS ACCURACY OR AVAILABILITY. ANY RELIANCE ON THIRD-PARTY CONTENT IS AT RECIPIENT'S OWN RISK.

7. TERM; SURVIVAL; TERMINATION

7.1 This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' written notice. Sections concerning disclaimers, limitation of liability, indemnification, confidentiality (if any), and governing law shall survive termination or expiration of this Agreement for any reason.

8. NOTICES

All notices must be in writing and shall be deemed delivered when personally delivered, sent by certified mail return receipt requested, or on the date sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a party designates by notice in accordance with this Section.

9. AMENDMENTS; WAIVER; COUNTERPARTS

9.1 No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. No waiver of any provision shall be deemed a waiver of any other provision or of a subsequent breach.

9.2 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

10.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified as Governing Law:

10.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

10.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original business purpose.

11. ACKNOWLEDGEMENT

Recipient hereby acknowledges that Recipient has read and understands the disclaimers contained in this Agreement, that Recipient has had the opportunity to consult with counsel, and that Recipient accepts the risks and limitations set forth herein.

Recipient acknowledges receipt and acceptance of the disclaimers and limitations set forth in this Agreement.

EXHIBIT / MATERIALS DESCRIPTION (IF APPLICABLE)

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