Legal Disclosure Compliance Form

LEGAL DISCLOSURE COMPLIANCE FORM

This Legal Disclosure Compliance Form (the "Form") is entered into as of between Discloser Name: (Discloser) and Recipient Name: .

RECITALS

WHEREAS, Discloser possesses certain information, documents and materials relating to its business and operations that may be required to be disclosed to Recipient under applicable law, regulation, contract, or request (collectively, "Compliance Requirements"); and

WHEREAS, Recipient may receive, review or otherwise have access to such information in the course of performance of its duties, and both parties desire to establish procedures, obligations and records for the disclosure and use of such information to ensure compliance with applicable laws and safeguard Confidential Information; and

WHEREAS, the parties intend by this Form to set forth the terms on which disclosures shall be made, the scope of permitted use, and the remedial and recordkeeping obligations of the parties.

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

1. DEFINITIONS

1.1 "Disclosure" means delivery, transmission, or provision of information, documents, materials, data, or samples by Discloser to Recipient in any form, whether written, electronic, oral, or visual, that relate to Compliance Requirements or Discloser's operations.

1.2 "Confidential Information" means any Disclosure that is designated in writing as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to trade secrets, nonpublic financial information, personal identifying information, and privileged communications.

2. DISCLOSURE OBLIGATIONS

2.1 Discloser shall identify the specific Compliance Requirements that form the basis for each Disclosure at or before the time of Disclosure, including applicable statutory or contractual citation and the triggering event.

2.2 Discloser shall provide Disclosures in the manner reasonably requested by Recipient, provided that Discloser shall not be required to change the substantive content of information solely to satisfy formatting requests.

3. CATEGORIES OF REQUIRED DISCLOSURE

The parties acknowledge that Discloser may be required to make one or more of the following categories of disclosure. Indicate applicable categories:

☐ Financial statements and material financial information

☐ Conflicts of interest, beneficial ownership, and insider relationships

☐ Environmental or safety reports and incident information

☐ Cybersecurity incidents and data breach notifications

☐ Other (describe below)

4. PROCEDURES FOR MAKING DISCLOSURE

4.1 Timing: Unless an alternative timeframe is specified for a particular category, Discloser shall provide required Disclosures within days of the event or knowledge giving rise to the Disclosure.

4.2 Format: Disclosures shall be accompanied by a written statement identifying the category of information, the legal basis for the Disclosure, applicable confidentiality designations, and a list of attachments or supporting documents.

5. CONFIDENTIALITY AND LIMITATIONS ON USE

5.1 Recipient shall treat all Confidential Information disclosed hereunder as confidential and shall not disclose such information to any third party except as expressly authorized in writing by Discloser or as required by law subject to the procedures of Section 5.3.

5.2 Permitted Use: Recipient may use Confidential Information solely for the purpose of satisfying applicable Compliance Requirements or other purposes expressly agreed in writing.

5.3 Compelled Disclosure: If Recipient is required by court order, subpoena, governmental inquiry or other compulsory process to disclose Confidential Information, Recipient shall provide prompt written notice to Discloser (to the extent legally permitted) and shall reasonably cooperate with Discloser in seeking a protective order, limitation, or other appropriate remedy.

6. RECORDKEEPING AND AUDIT

6.1 Recipient shall maintain complete and accurate records of all Disclosures received and the use or dissemination of such information for a period of years from the date of receipt, or for such longer period as may be required by applicable law.

6.2 Audit Rights: Discloser or its authorized representative shall have the right, upon reasonable prior notice and during normal business hours, to audit Recipient's records and procedures solely to verify compliance with this Form. Any such audit shall be conducted in a manner designed to minimize disruption to Recipient's operations.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Form and that the person signing on its behalf is duly authorized to do so.

7.2 Discloser represents that, to the best of its knowledge, the Disclosures it provides are truthful and accurate in all material respects at the time of disclosure.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification: Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claim, loss, liability, damage or expense (including reasonable attorneys' fees) arising out of Indemnitor's breach of its obligations under this Form or negligent or willful misconduct in connection with a Disclosure.

8.2 Limitation: Except for liabilities arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental or punitive damages.

9. REMEDIES

9.1 Each party acknowledges that a breach of the confidentiality or disclosure obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

10. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand, certified mail, courier, or other delivery service that provides evidence of delivery. Notice is effective upon receipt.

11. AMENDMENTS AND WAIVER

No amendment, waiver or modification of any provision of this Form shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that or any other right or provision.

12. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties agree that the state and federal courts located in that jurisdiction shall have exclusive venue for any action arising under this Form unless otherwise mutually agreed in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 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.

13.2 If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

14. COUNTERPARTS

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. Execution by electronic signature shall be effective to bind the signing party.

15. ATTESTATIONS

By signing below, each party certifies that it has read and understands this Form, has implemented the procedures necessary to comply with the Disclosure Obligations set forth herein, and will maintain records as required by Section 6.

Recipient hereby affirms that it has the processes and controls in place to receive and protect Confidential Information and will notify Discloser promptly upon discovery of any unauthorized disclosure or loss of Confidential Information.

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