Legal Disclosure Form

LEGAL DISCLOSURE FORM

This Legal Disclosure Form is entered into on by and between Disclosing Party: with address and Receiving Party: with address .

RECITALS

WHEREAS, the Disclosing Party possesses certain information, material facts, and documentation that may be relevant to the Receiving Party's evaluation, engagement, or other business dealings; and

WHEREAS, the parties desire to set forth the scope and manner in which disclosures shall be made, used, and protected, including remedies for misuse or failure to disclose material information; and

WHEREAS, the parties intend that this Form operate as a binding written disclosure instrument and that all disclosures made herein constitute an express representation by the Disclosing Party to the Receiving Party.

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

1. DEFINITIONS

1.1 "Disclosure" means any written, electronic, or oral information or documentation delivered by the Disclosing Party to the Receiving Party that relates to the Disclosing Party's operations, financial condition, legal matters, intellectual property, contractual obligations, or any other matter expressly identified in Section 2. Disclosed materials include attachments, schedules, and supplements.

1.2 "Confidential Information" means information designated in writing as confidential at the time of disclosure or which, by its nature, would reasonably be understood to be confidential; provided, however, that Confidential Information does not include information that is or becomes generally known through no breach of this Form or is rightfully received from a third party without restriction.

2. LIST OF DISCLOSURES

The Disclosing Party hereby discloses the following categories of information (check all that apply) and will provide the items so indicated in the Detailed Disclosures section below:

Financial interests, investments, or beneficial ownership that may create a conflict of interest

Pending or threatened litigation, arbitration, or regulatory investigations

Regulatory filings, compliance matters, or government sanctions

Intellectual property ownership, claims, licenses, or encumbrances

Prior agreements, liens, or contractual obligations affecting the subject matter

Other (specify in Detailed Disclosures)

3. REPRESENTATIONS AND WARRANTIES

The Disclosing Party represents and warrants that, to the best of its knowledge after reasonable inquiry, the disclosures set forth in this Form are true, complete and not materially misleading as of the date hereof. The Disclosing Party further warrants it has the authority to make the disclosures and to provide the materials described herein.

The Receiving Party represents that it will rely on the disclosures only as permitted by this Form and will promptly notify the Disclosing Party of any facts that contradict the disclosures if discovered after execution.

4. USE, CONFIDENTIALITY, AND LIMITATIONS

4.1 Use. The Receiving Party shall use the Disclosures solely for the purpose of evaluating or performing the transaction or relationship described by the parties and for no other purpose without the prior written consent of the Disclosing Party.

4.2 Confidentiality. The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and shall limit access to representatives who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

4.3 Exceptions. Confidential obligations do not apply to information that is (a) publicly available other than by breach of this Form; (b) rightfully known to the Receiving Party prior to disclosure and evidenced by written records; or (c) required to be disclosed by law or valid process, provided the Receiving Party gives prior written notice when permitted and seeks protective measures.

5. RETURN OR DESTRUCTION

Upon written request by the Disclosing Party or upon termination of the matter for which disclosures were furnished, the Receiving Party shall promptly return or destroy all tangible and electronic copies of disclosed materials and certify in writing the disposition of such materials within thirty (30) days, except to the extent retention is required by law or for the Receiving Party's internal record-keeping subject to continued confidentiality.

6. INDEMNIFICATION

The Disclosing Party shall indemnify, defend and hold harmless the Receiving Party from and against any third-party claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from any material inaccuracy or omission in the Disclosing Party's representations and disclosures made under this Form, except to the extent such claims arise from the Receiving Party's breach of this Form or gross negligence.

7. LIMITATION OF LIABILITY

Except for willful misconduct or indemnifiable breaches under Section 6, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages arising out of or related to this Form, whether in contract, tort, or otherwise.

8. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

9. GOVERNING LAW; VENUE

This Form and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. Venue for any action shall lie in the state or federal courts located in the county designated by the Disclosing Party below unless the parties agree otherwise in writing.

10. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings and communications. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification, or waiver of any provision of this Form shall be effective unless in writing and signed by authorized representatives of both parties. The failure to enforce any provision shall not constitute a waiver. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. ADDITIONAL ACKNOWLEDGMENTS

The parties acknowledge that they have read this Form, understand its terms, and that the individuals signing below have the authority to bind the respective parties to its terms.

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