Legal Disclosure Questionnaires

LEGAL DISCLOSURE QUESTIONNAIRES

This Legal Disclosure Questionnaires (the "Questionnaires") is made effective as of Effective Date: by and between Client Name: and Recipient Name: .

RECITALS

WHEREAS, Client Name represents that it possesses certain facts, records and information reasonably required by Recipient Name for the assessment of potential relationships, representations, or transactions between the parties; and

WHEREAS, Recipient Name requires written disclosures concerning prior matters, claims, relationships and material interests in order to evaluate and document potential conflicts, liabilities and relevant risks; and

WHEREAS, the parties desire to record in writing the disclosures described herein and the procedures for updating, maintaining and using 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 Questionnaires, the following terms shall have the meanings set forth below: "Disclosures" means all information, documents, records, statements, reports and attachments furnished pursuant to Section 2. "Material" means information that a reasonably prudent third party would consider relevant to an evaluation of risk, conflict, or financial exposure.

2. SCOPE OF REQUIRED DISCLOSURES

Client Name shall disclose, in writing, all Material matters known to Client Name as of the Effective Date and during the term of any engagement that reasonably relate to the subject matter of Recipient Name's assessment, including but not limited to the items enumerated in Section 3. Disclosures shall be sufficiently detailed to permit Recipient Name to understand the nature, scope, dates, parties and potential exposures associated with each item.

3. DISCLOSURE ITEMS

For each numbered item below, check the box if the matter exists or applies, and attach or include an explanation in the accompanying explanation field. If the box is not checked, no explanation is required.

4. ATTACHMENTS

Where applicable, provide copies of pleadings, administrative notices, contracts, financial statements, correspondence or other documents supporting each Disclosure item. Describe attached documents:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the power and authority to make the Disclosures required by this Questionnaires; (b) the person executing this Questionnaires is authorized to bind the party; and (c) to the best of such party's knowledge after reasonable inquiry, the Disclosures provided are true, complete and accurate in all material respects as of the date delivered.

6. CONFIDENTIALITY AND USE

Recipient Name shall use the Disclosures solely for the purposes described in the Recitals and shall treat the Disclosures as confidential in accordance with any existing confidentiality agreement between the parties or, if none exists, in a manner consistent with commercially reasonable standards to protect confidential information. Recipient Name may disclose Disclosures to its legal counsel, auditors and insurers on a confidential basis, provided Recipient Name remains liable for such third parties' compliance with confidentiality obligations.

7. UPDATES; DUTY TO SUPPLEMENT

Client Name shall promptly update any previously delivered Disclosure upon discovery of material change or additional information, and shall provide written supplements describing the change and any new or modified supporting documents.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties or any materially false or misleading Disclosure, except to the extent such losses result from the gross negligence or willful misconduct of the indemnified party.

9. LIMITATION OF LIABILITY

Except for willful misconduct or indemnification obligations under Section 8, neither party shall be liable to the other for incidental, consequential, punitive or exemplary damages arising out of this Questionnaires, even if advised of the possibility of such damages.

10. NOTICES

All notices, requests or other communications required or permitted under this Questionnaires shall be in writing and shall be delivered to the addresses set forth below.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Questionnaires may be amended only by a writing executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party to be charged. This Questionnaires may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Questionnaires shall be governed by and construed in accordance with the laws selected by the parties below. This Questionnaires constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings. If any provision of this Questionnaires is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Choice of Law:

13. CERTIFICATION

By signing below, each signatory certifies that he or she is authorized to bind the party for which he or she signs, that the Disclosures provided are true and complete to the best of such party's knowledge, and that the party will timely supplement any material changes to the information provided.

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