Legal Disclosure Checklist

Legal Disclosure Checklist

This Legal Disclosure Checklist (the "Checklist") is made effective as of Effective Date: by and between Disclosing Party: and Receiving Party: concerning Transaction / Subject Matter:

RECITALS

WHEREAS, Disclosing Party possesses certain documents, records, materials and other information, whether written, electronic or oral, relevant to the Transaction and subject to confidentiality and disclosure obligations; and

WHEREAS, Receiving Party requires an itemized statement of which categories of information have been provided, withheld, redacted or determined not applicable in connection with its evaluation of the Transaction; and

WHEREAS, the parties desire to set forth in writing the status of disclosure for specified categories of information and the procedures for supplementing or amending such disclosures.

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

1. DEFINITIONS

For purposes of this Checklist, "Checklist Items" means the categories of documents and information described in Section 2 below. "Disclosed" means a copy or summary of the item has been provided to Receiving Party; "Withheld/Redacted" means the item or portions thereof have been withheld or redacted and a basis for withholding has been provided; "Not Applicable" means the category does not apply to Disclosing Party.

2. DISCLOSURE CHECKLIST

Disclosing Party shall indicate the status of each listed category by selecting the applicable box and providing a reference to the location, Bates number, exhibit or other identifier for the disclosed material. If an item is withheld or redacted, Disclosing Party must provide a brief legal basis or description of the basis for withholding.

2.1 Corporate Documents — articles/incorporation, bylaws, shareholder lists: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.2 Financial Statements and Accounting Records: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.3 Material Contracts, Leases and Agreements: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.4 Litigation, Claims and Disputes History: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.5 Intellectual Property (patents, trademarks, licenses): Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.6 Employment, Benefits and Contractor Arrangements: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.7 Tax Returns and Tax Matters: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.8 Regulatory Permits, Licenses and Compliance Records: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.9 Environmental Matters: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.10 Real Property and Title Documents: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.11 Insurance Policies and Claims History: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

2.12 Data Privacy, Security, and Customer Lists: Disclosed Not Applicable Withheld/Redacted Reference: Basis for Withholding:

3. DISCLOSURE PROCEDURES

3.1 Timeline. Disclosing Party shall complete this Checklist and deliver the identified documents within days of the Effective Date or as otherwise agreed in writing. All delivered materials must be accompanied by an index identifying each item by reference stated above.

3.2 Supplementation. If additional documents responsive to a disclosed category are identified after delivery, Disclosing Party shall promptly update this Checklist and provide supplemental copies, identifying the supplement by date and reference.

4. USE AND LIMITATIONS

4.1 Receiving Party shall use disclosed materials solely for the evaluation of the Transaction and shall maintain confidentiality in accordance with any existing confidentiality agreement between the parties. Disclosure of the status of an item on this Checklist does not constitute a waiver of any privilege, work product protection or right to redact where legally appropriate.

4.2 No Representation as to Completeness. Except as expressly provided in a definitive agreement executed by the parties, Disclosing Party makes no representation or warranty that the Checklist or provided materials are complete or free of errors, and Receiving Party acknowledges that further diligence may be required.

5. CERTIFICATION

Disclosing Party hereby certifies, to the best of its knowledge after reasonable inquiry, that the statuses indicated on this Checklist accurately reflect whether categories have been disclosed, are not applicable, or have been withheld or redacted, and that the references supplied identify the location of provided materials.

Disclosing Party's Representative for purposes of this Checklist:

6. NOTICES

All notices required or permitted under this Checklist shall be given in writing and delivered to the party's notice address set forth below or to such other address as either party may specify in writing.

7. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Checklist must be in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Checklist may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Checklist shall be governed by and construed in accordance with the laws chosen by the parties: Governing State or Jurisdiction:

This Checklist constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral understandings relating to the same. If any provision of this Checklist is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9. ATTACHMENTS AND EXHIBITS

10. OTHER PROVISIONS

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