Legal Disclosure Obligations Form

LEGAL DISCLOSURE OBLIGATIONS FORM

This Legal Disclosure Obligations Form (the "Form") is entered into as of Effective Date: by and between Discloser Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Discloser possesses certain information, facts and documents that may be material to the business, regulatory or legal posture of the Parties and which Discloser intends to disclose to Recipient in order to permit Recipient to evaluate and respond to such matters; and

WHEREAS, the Parties desire to establish binding obligations concerning the timing, manner, scope and legal consequences of disclosures of material information, including but not limited to pending or threatened litigation, regulatory inquiries, conflicts of interest, bankruptcy or change in control events; and

WHEREAS, the Parties wish to document the procedures for providing notice of disclosures, the permitted uses of disclosed information, and remedies for failure to disclose as required by applicable law and contract.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below:

(a) "Disclosure" means any oral, written or electronic communication of information by Discloser to Recipient that relates to factual circumstances, events, claims, liabilities, or conditions that could reasonably be expected to affect legal, financial or regulatory obligations of a Party.

(b) "Material Information" means information that a reasonable person would consider important in deciding how to act, including without limitation: pending or threatened litigation, governmental investigations or inquiries, asserted or reasonably anticipated claims, bankruptcy filings, default under material agreements, change in control, significant undisclosed liabilities, or identified intellectual property claims.

(c) "Privileged Information" means communications protected by attorney-client privilege, work product doctrine, or other applicable legal privilege.

2. DISCLOSURE OBLIGATIONS

2.1 Scope. Each Party shall promptly disclose to the other Party any Material Information as soon as the disclosing Party becomes aware of it. Material Information specifically includes, but is not limited to, the existence of asserted or threatened litigation, governmental or regulatory investigations, material breaches of contract, material adverse changes in financial condition, conflicts of interest involving key personnel, and claims affecting intellectual property rights.

2.2 Timing. Unless otherwise required by law, a Party required to make a disclosure shall provide written notice to the other Party within calendar days after becoming aware of the Material Information. Emergency disclosures that cannot await the written notice period shall be followed by written notice within the same period.

2.3 Content of Notice. A disclosure notice must identify the nature of the Material Information, the date on which the disclosing Party became aware of it, the potential legal or financial consequences known at the time, and any supporting documents reasonably available. Supporting documents shall be attached or produced pursuant to a reasonable production timeline.

3. PROCEDURE FOR MAKING DISCLOSURES

3.1 Form of Notice. All notices required by this Form shall be made in writing and delivered in accordance with the Notices section below. Oral notices shall be promptly confirmed in writing. A disclosure delivered by electronic mail shall be deemed delivered on the date sent provided that the sender does not receive a delivery failure notice.

3.2 Supporting Material. The disclosing Party shall provide copies of underlying documents that substantiate the disclosure to the extent not protected by Privileged Information; the Parties shall cooperate to provide redacted versions or privilege logs when privilege is asserted.

4. CONFIDENTIALITY AND LIMITATIONS ON USE

4.1 Confidential Treatment. Except as otherwise agreed in writing, Recipient shall treat all Disclosures as Confidential Information and shall not use Disclosures for any purpose other than evaluating and responding to the disclosed matter or fulfilling obligations under this Form.

4.2 Exceptions. The obligations in Section 4.1 shall not apply to information that: (a) is or becomes generally available to the public other than by a breach of this Form; (b) was rightfully in Recipient's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is required to be disclosed by law, regulation, subpoena, or court order, provided Recipient gives prompt written notice to Discloser and cooperates with Discloser in seeking confidential treatment or a protective order.

5. REMEDIES; INDEMNIFICATION

5.1 Remedies. Breach of the disclosure or confidentiality obligations in this Form may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any available legal remedies.

5.2 Indemnification. Each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party (the "Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's failure to disclose Material Information as required by this Form, provided that the Indemnified Party provides prompt written notice of any claim and reasonable cooperation in the defense.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it is duly organized, has full power and authority to enter into this Form and to perform its obligations hereunder, and that the execution and delivery of this Form and the performance of its obligations will not violate any other agreement to which it is a party.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may specify in writing in accordance with this section).

8. AMENDMENT; WAIVER; COUNTERPARTS

This Form may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision of this Form shall be effective unless in writing and signed by the Party waiving compliance. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

9. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its choice-of-law rules. Governing jurisdiction:

10. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL

This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The obligations with respect to disclosures and confidentiality shall survive termination of this Form for a period of years, except as otherwise required by law.

CERTIFICATION

By signing below, the individual signing on behalf of each Party certifies that they are authorized to bind such Party, that they have read and understand the disclosure obligations in this Form, and that they will comply with all obligations set forth herein.

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