Legal Disclosure Questionnaire

LEGAL DISCLOSURE QUESTIONNAIRE

This Legal Disclosure Questionnaire (the "Questionnaire") is executed effective as of by and between Client Name: and Other Party Name: .

RECITALS

WHEREAS, Client Name is proposing to provide certain information, materials and responses to inquiries requested by Other Party Name in connection with a proposed transaction, contract or other commercial relationship (the "Transaction"); and

WHEREAS, Other Party Name requires a written record of material legal, regulatory, financial and factual disclosures relevant to the Transaction to evaluate legal risk; and

WHEREAS, Client Name agrees to supply the information set forth in this Questionnaire and to certify the accuracy of such information to the best of its knowledge and belief.

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

1. DEFINITIONS

For purposes of this Questionnaire, "Material" means any fact, circumstance, event or document that would reasonably be expected to affect the legal or financial analysis of the Transaction. "Knowledge" or similar terms refer to the information known to the officers and senior management of the disclosing party after reasonable inquiry.

2. DISCLOSURES

The disclosing party shall mark each item that applies and provide a concise factual description and, where applicable, the current status and resolution contemplated or achieved.

2.1 Litigation and Disputes

Applies:    If checked, provide a description below including docket number(s), court(s), claim amounts and current status. Date filed:

2.2 Regulatory or Administrative Proceedings

Applies:    Identify agency, nature of action, sanctions sought and current status. Date of notice or action:

2.3 Insolvency, Bankruptcy or Receivership

Applies:    If applicable, state jurisdiction, case number and outcome or present status. Date of filing:

2.4 Material Contracts and Obligations

Applies:    List material contracts that impose unusual, contingent or indemnity obligations, change-of-control provisions, or that are terminable on short notice.

2.5 Environmental, Health or Safety Liabilities

Applies:    Disclose known environmental conditions, remediation obligations, consent decrees or notices of violation.

2.6 Intellectual Property and Proprietary Rights

Applies:    Describe claims of infringement, pending or threatened litigation, or encumbrances on patents, trademarks, copyrights or trade secrets.

2.7 Financial Conditions and Unrecorded Liabilities

Applies:    Disclose material off-balance sheet obligations, significant contingent liabilities or overdue tax matters.

2.8 Conflicts of Interest

Applies:    Identify any relationships, ownership interests or arrangements that may reasonably give rise to an actual or perceived conflict of interest.

3. ATTACHMENTS

4. REPRESENTATIONS AND WARRANTIES

Client Name represents and warrants that, to the best of its knowledge after reasonable inquiry: (a) the information provided in this Questionnaire is true, accurate and complete in all material respects as of the date signed; (b) there are no additional material facts or circumstances that would render the disclosures herein materially misleading; and (c) no material contractual restriction prevents Client Name from making the disclosures required by this Questionnaire.

5. CONFIDENTIALITY

All information exchanged in connection with this Questionnaire shall be treated as Confidential Information under any existing confidentiality agreement between the parties. In the absence of a separate confidentiality agreement, the recipient shall treat such information as confidential and may use it solely for the permitted evaluation of the Transaction and shall not disclose it to third parties except as required by law, provided that prior notice is given to the disclosing party where practicable.

6. USE OF INFORMATION

The recipient agrees not to rely solely on this Questionnaire as a substitute for independent investigation or legal advice. The disclosing party acknowledges that the recipient may rely on the representations contained herein in determining whether to proceed with the Transaction, and that such reliance shall be reasonable provided that the recipient continues to verify material facts through customary due diligence.

7. CONTINUING DISCLOSURE

Client Name shall promptly notify Other Party Name in writing of any event or circumstance that arises after the date of this Questionnaire that would render any disclosure materially incomplete or inaccurate. Such notice shall be delivered within days of Client Name becoming aware of such event.

8. NOTICES

All notices required or permitted under this Questionnaire shall be in writing and delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notice shall be effective upon receipt.

9. GOVERNING LAW

This Questionnaire shall be governed by and construed in accordance with the internal laws of the State of , without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Questionnaire, together with any attachments and any written confidentiality agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Questionnaire is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

12. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification of this Questionnaire must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Questionnaire 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.

13. CERTIFICATION

The undersigned certifies under penalty of perjury and to the best of his or her knowledge and belief that the information contained in this Questionnaire and in any attachments is true, correct and complete. The undersigned further certifies that he or she is duly authorized to execute this Questionnaire on behalf of the party for which he or she signs.

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