Legal Disclosure Check List

LEGAL DISCLOSURE CHECK LIST

This Legal Disclosure Check List (the "Checklist") is made and entered into by and between Discloser Name: and Recipient Name: effective as of Effective Date: .

RECITALS

WHEREAS, Discloser possesses certain information, records and materials that may be relevant to Recipient's evaluation of the matters described in this Checklist, including but not limited to contract obligations, claims, liabilities, regulatory matters and intellectual property; and

WHEREAS, the parties desire a written, itemized disclosure of known matters that could reasonably be expected to affect the transaction, relationship or decision for which disclosure is being sought; and

WHEREAS, the parties intend that the disclosures set forth in this Checklist will be relied upon by Recipient in connection with its review and related decision-making, subject to the terms and limitations set forth herein.

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

1. DEFINITIONS

For purposes of this Checklist, "Disclosure" means any information, fact, circumstance, event, claim, action, lien, obligation, liability or other matter that is known to Discloser and is required under this Checklist to be communicated to Recipient in writing. References to "Document" include paper and electronic files, correspondence, factual reports and recorded communications.

2. INSTRUCTIONS FOR COMPLETING CHECKLIST

Check the box for each item to indicate a positive disclosure. For each checked item, provide a detailed description in the associated "Details" field including dates, parties, current status, and reference document identifiers. If no disclosure is required for an item, leave the details field blank and do not check the box. Attach referenced documents and list attachments in the corresponding Details field.

3. DISCLOSURE ITEMS

The Discloser affirms the following specific categories and provides itemized disclosures as indicated.

4. REPRESENTATIONS AND WARRANTIES

Discloser represents and warrants that, to the best of its knowledge after due inquiry, the disclosures checked and described in this Checklist are true, complete and accurate as of the Effective Date, and that there are no other material matters within the categories listed above that have not been disclosed in writing herein. The representations in this Section survive the execution of this Checklist for a period of one year, except where a longer survival period is required by applicable law.

5. DUTY TO UPDATE

If, after the Effective Date and prior to the closing of the transaction or termination of discussions for which this Checklist is provided, Discloser becomes aware of any fact or circumstance that would render any representation in this Checklist materially inaccurate or incomplete, Discloser shall promptly notify Recipient in writing and shall provide an amendment to this Checklist describing the updated matter and any supporting documentation.

6. RELIANCE AND REMEDIES

Recipient may rely upon the disclosures contained in this Checklist in its evaluation. Except as expressly provided in any definitive agreement executed by the parties, remedies for inaccurate or incomplete disclosures shall be governed by the terms of such definitive agreement; absent such agreement, Discloser agrees to indemnify Recipient for direct losses resulting from fraudulent or intentionally withheld disclosures but shall not be liable for immaterial inaccuracies disclosed in good faith.

7. CONFIDENTIALITY OF DISCLOSURES

All information provided pursuant to this Checklist shall be treated as Confidential Information under any existing confidentiality agreement between the parties. If no such agreement exists, the recipient agrees to hold all disclosed information in confidence and to use it solely for the evaluation purposes described above.

8. NOTICES

Notices required or permitted under this Checklist shall be delivered in writing to the addresses below. Notices are effective upon receipt or, if delivered by email, upon confirmation of transmission by the sending party.

9. AMENDMENT; WAIVER; COUNTERPARTS

This Checklist may be amended only by a writing signed by authorized representatives of both parties. No waiver of any provision shall constitute a continuing waiver unless expressly stated in writing. This Checklist may be executed in counterparts, each of which constitutes an original and all of which constitute one agreement.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Checklist shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

Entire Agreement: This Checklist constitutes the entire written disclosure between the parties with respect to the matters disclosed herein and supersedes any prior oral or written disclosures on the same subjects.

Severability: If any provision of this Checklist is held invalid or unenforceable, the remainder of this Checklist shall remain in full force and effect and the invalid provision shall be replaced with a valid provision that most closely approximates the parties' intent.

11. CERTIFICATION

The undersigned certify, under penalty of perjury to the extent applicable, that they have made a diligent inquiry of the persons and departments reasonably likely to have knowledge of the matters addressed in this Checklist and that the disclosures made above are true, complete and correct to the best of their knowledge as of the Effective Date and as of any subsequent update provided under Section 5.

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